Common use of Holdback Amount Clause in Contracts

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 amount of damages to which Purchaser claims the Purchaser Group is entitled shall constitute notice that Sellers’ Representative disputes such indemnity obligations hereunder with respect to such Claim Notice and all such amounts asserted by Purchaser Group in such Claim Notice shall be retained by the Escrow Agent. (c) If Sellers’ Representative timely delivers to Purchaser a notice that Sellers’ Representative does not dispute any of the alleged damages specified in Purchaser’s Claim Notice, or timely delivers a notice to Purchaser that it disputes only a portion of the Damages alleged in Purchaser’s Claim Notice, then Purchaser and Sellers’ Representative shall promptly (but in no event later than three (3) Business Days after such occurrence) execute and deliver to the Escrow Agent joint written instructions authorizing the Escrow Agent to disburse to Purchaser in the case of Section 13.6(c)(i), the entire amount of the alleged Damages specified in the applicable Claim Notice and in the case of Section 13.6(c)(ii), the amount of the alleged Damages specified in such Seller’s notice that are not in dispute. (d) On the Interim Holdback Release Date (or first Business Day after such date if such date is not a Business Day), Purchaser and Sellers’ Representative shall deliver joint written instructions to the Escrow Agent to disburse to Sellers from the Holdback Amount an amount equal to the positive remainder (if any) of (i) two and one-half percent (2.5%) of the Unadjusted Purchase Price minus (ii) the aggregate amount of all undisbursed or unpaid alleged Damages asserted by Purchaser in any and all applicable unresolved Claim Notices delivered by Purchaser on or prior to the Interim Holdback Release Date. (e) On the Final Holdback Release Date, Purchaser and Sellers’ Representative shall deliver joint written instructions to the Escrow Agent to disburse to Sellers’ Representative or its designees from the Holdback Amount an amount equal to the positive remainder (if any) of (i) the remaining Holdback Amount minus (ii) the aggregate amount of all undisbursed or unpaid alleged Damages asserted by Purchaser in any and all applicable unresolved Claim Notices delivered by Purchaser on or prior to the Final Holdback Release Date. (f) From and after the Final Holdback Release Date, upon resolution of each dispute of the Purchaser Group’s entitlement to such Damages from the Holdback Amount in accordance with the terms hereof, Purchaser and Sellers’ Representative shall promptly (but in no event more than three (3) Business Days after such resolution) execute and deliver joint written instructions to the Escrow Agent for the release from the Holdback Amount (i) to Purchaser any amounts to which Purchaser Group is entitled upon resolution of such dispute and (ii) to Sellers’ Representative or its designee any amounts to which Sellers are entitled upon resolution of such dispute. (g) To the extent necessary to release any portion of the Holdback Amount to any Party (or its designee) entitled to receive any portion of the Holdback Amount hereunder, Purchaser and Sellers’ Representative shall promptly (but in no event more than three (3) Business Days) take such reasonable actions as necessary to cause the release such amount(s) from the Holdback Amount to the applicable Party or Parties, including executing and delivering joint written instructions to the Escrow Agent for the release such amount(s) from the Holdback Amount.

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 DateDeadline, Purchaser Buyer delivers to Sellers’ Representative Seller a Notice of Claim Notice that any member of Purchaser Group Buyer is entitled under to indemnity pursuant to Section 13.2 to indemnity, payment and reimbursement 10.1(a) from the Holdback Amount for any alleged Damages, Sellers’ Representative shallLosses, within thirty (30) days after the receipt of any such Claim NoticeNotice of Claim, deliver to Purchaser Seller shall either (i) a written response to (A) provide the Claim NoticeTransfer Agent with the applicable Transfer Agent Documentation, in which case Buyer shall also provide the Transfer Agent with any applicable Transfer Agent Documentation, and Purchaser (B) Seller and Sellers’ Representative Buyer shall promptly deliver to the Escrow Transfer Agent joint written instructions instructing the Escrow Transfer Agent to disburse (1) transfer to Purchaser Buyer Parent from the Holdback Amount an 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 Damages Losses set forth in such Notice of Claim Notice to and (2) remove the Contract Legend on such account(s) as Purchaser designates in such Claim Notice, shares or (ii) deliver to Buyer (A) a written notice to Purchaser that Sellers’ Representative Seller disputes that Purchaser the members of the Buyer Indemnified Group is are entitled to indemnity, payment and reimbursement indemnity of all or any portion (which shall be stipulated in Sellers’ Representative’s notice) of the amount of the alleged Damages Losses in PurchaserBuyer’s Notice of Claim Notice, or (iii) any combination of the foregoing. Timely delivery clause (i) or (ii). (b) If Seller (i) fails to timely deliver a notice to Buyer in response to a Buyer’s Notice 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 Claim in accordance with the Escrow this 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 amount of damages to which Purchaser claims the Purchaser Group is entitled shall constitute notice that Sellers’ Representative disputes such indemnity obligations hereunder with respect to such Claim Notice and all such amounts asserted by Purchaser Group in such Claim Notice shall be retained by the Escrow Agent. (cii) If Sellers’ Representative timely delivers to Purchaser a notice that Sellers’ Representative does not dispute any of the alleged damages specified in Purchaser’s Claim Notice, or timely delivers a notice to Purchaser that it Seller disputes only a portion of the Damages Losses alleged in PurchaserBuyer’s Notice of Claim Noticein accordance with this Agreement, then Purchaser (A) in the case of subpart (i) of this Section 10.11(b), Seller and Sellers’ Representative Buyer shall promptly (but in no event later than three 1) provide the Transfer Agent with the applicable Transfer Agent Documentation and (32) Business Days after such occurrence) execute and deliver to the Escrow Transfer Agent joint written instructions authorizing instructing the Escrow Transfer Agent to disburse (I) transfer from the Holdback Amount to Purchaser in Buyer a number of shares of Buyer Parent Common Stock (calculated at the case of Section 13.6(c)(i), the Current Price) equal to entire amount of the alleged Damages Losses specified in the applicable Notice of Claim Notice and (II) remove the Contract Legend on such shares and (B) in the case of subpart (ii) of this Section 13.6(c)(ii10.11(b), Seller and Buyer shall (1) provide the amount 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 Damages Losses specified in such Seller’s notice that are not in disputedispute and (II) remove the Contract Legend on such shares. (di) On the Interim Holdback Release Date (or first Business Day Promptly after such date if such date is not a Business Day), Purchaser and Sellers’ Representative shall deliver joint written instructions to the Escrow Agent to disburse to Sellers from the Holdback Amount an amount equal to the positive remainder (if any) of (i) two and one-half percent (2.5%) of the Unadjusted Purchase Price minus (ii) the aggregate amount of all undisbursed or unpaid alleged Damages asserted by Purchaser in any and all applicable unresolved Claim Notices delivered by Purchaser on or prior to the Interim Holdback Release Date. (e) On the Final Holdback Release Date, Purchaser and Sellers’ Representative shall deliver joint written instructions to the Escrow Agent to disburse to Sellers’ Representative or its designees from the Holdback Amount an amount equal to the positive remainder (if any) of (i) the remaining Holdback Amount minus (ii) the aggregate amount of all undisbursed or unpaid alleged Damages asserted by Purchaser in any and all applicable unresolved Claim Notices delivered by Purchaser on or prior to the Final Holdback Release Date. (f) From and after the Final Holdback Release Date, upon resolution of each dispute of the Purchaser Group’s entitlement to such Damages from the Holdback Amount in accordance with the terms hereof, Purchaser and Sellers’ Representative shall promptly Deadline (but in no event more than three (3) Business Days after such resolutionthereafter), Seller and Buyer shall (A) execute provide the Transfer Agent with the applicable Transfer Agent Documentation and (B) deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to remove the Contract Legend on the amount, if any, of the Buyer Parent Common Stock equal to the Escrow Agent for the release from remainder of (x) the Holdback Amount minus (iy) a number of shares of Buyer Parent Common Stock (calculated at the Current Price as of the Holdback Deadline) equal to Purchaser all undisbursed or unpaid alleged Losses alleged by Buyer in one or more Buyer’s Notices of Claims. (ii) If following the Holdback Deadline the Parties reach final agreement or other final non-appealable resolution as to the Losses alleged by Buyer in one or more Buyer’s Notices of Claim that remained unresolved as of the Holdback Deadline, Seller and Buyer shall (A) provide the Transfer Agent with the applicable Transfer Agent Documentation and (B) deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to (x) transfer to Buyer a number of shares of Buyer Parent Common Stock (calculated at the Current Price as of the Holdback Deadline) equal to any amounts to which Purchaser Group Buyer is entitled upon resolution of such dispute and remove the Contract Legend on such shares and (iiy) remove the Contract Legend on the remaining shares of Buyer Parent Common Stock that were held back in respect of the applicable claim pursuant to Sellers’ Representative or its designee any amounts to which Sellers are entitled upon resolution of such disputeSection 10.11(c)(i). (gd) To In the extent necessary event that the Transfer Agent fails to release any portion remove the Contract Legend within five (5) Business Days of (x) delivery of the Holdback Amount to any Party Transfer Agent Documentation by Seller and Buyer, as applicable, and (or its designeey) entitled to receive any portion of the Holdback Amount hereunder, Purchaser joint written instructions from Buyer and Sellers’ Representative shall promptly (but in no event more than three (3) Business Days) take such reasonable actions as necessary to cause the release such amount(s) from the Holdback Amount Seller with respect to the shares of Buyer Parent Common Stock to which Seller is entitled under this Section 10.11 (the “Eligible Shares”), Buyer shall either (1) pay to Seller an amount in cash equal to the product of (x) the number of Eligible Shares and (y) the Current Price (on the date on which the Transfer Agent was required to remove the Contract Legend pursuant to this Agreement) or (2) issue to Seller additional shares equal to the number of Eligible Shares without any Contract Legend. After Buyer shall have satisfied its obligations under this Section 10.11(d), (A) Seller and Buyer shall provide the Transfer Agent with the applicable Party or Parties, including executing Transfer Agent Documentation and delivering (B) deliver the Transfer Agent joint written instructions to transfer to Buyer the Escrow Agent for applicable Eligible Shares and remove the release Contract Legends on such amount(sshares. (e) from The Current Price and the Holdback Amountnumber of shares recoverable by the Buyer and Seller hereunder shall be adjusted equitably in the event of any stock dividend, stock split, subdivision or reclassification with respect to the Buyer Parent Common Stock.

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. (a1) At Closing, Two Million Six Hundred Thousand Dollars ($2,600,000.00) of the Deposit shall automatically be converted toretained in the Escrow Account (such amount as of the Closing is the “Holdback Amount”) until December 2, 2021, and becomeso long thereafter as may be required to resolve any claims asserted by Buyer prior to such date as provided hereunder. (2) To the extent that it is finally determined under the terms of this Agreement that Buyer is entitled to any claim for indemnification under Section 14.3(b), the Parties shall cause the Escrow Agent to distribute, without offset or counterclaim, such amount to Buyer from the Holdback Amount, which distribution shall remain deposited at Closing with satisfy such claim only up to the Escrow Agent. The Holdback Amount amount so distributed to Buyer. (3) On December 2, 2021, Buyer and Seller shall be held by jointly instruct the Escrow Agent to release the then-current balance of the Holdback Amount, if any, to Seller in accordance with the Escrow Agreement Agreement; provided, however, that Buyer and paid out in accordance with the provisions of this Section 13.6 and Seller shall jointly instruct the Escrow Agreement, as security against, and Agent to support retain an amount (up to the satisfaction then-current balance of the obligation Holdback Amount) equal to defend and indemnify the amount of indemnity claims under Section 14.3(b) asserted by Buyer or otherwise pay any amounts to Earthstone on behalf of itself or any member of the Purchaser Buyer Group pursuant to Section 13.2. (b) If at any time on or prior to the Final Holdback Release Dateend of the General Survival Period, Purchaser delivers to Sellers’ Representative a Claim Notice of such claim that any member remains unresolved (an “Unresolved Claim”). That portion 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 retained for each Unresolved 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 upon the Escrow Agent shall continue to hold final resolution of such amount Unresolved Claim in accordance with this Article XIV and paid to (or the applicable portion thereof) (i) the applicable member of the Buyer Group, if applicable, and (ii) Seller with joint escrow instructions pursuant to the Escrow Agreement until Agreement. (4) Notwithstanding anything to the dispute has been fully resolved by final non-appealable court ordercontrary in this Agreement, arbitrator(i) Buyer’s decision, settlement or otherwise. The failure of Sellers’ Representative to deliver a written notice that Sellers’ Representative disputes sole and exclusive remedy for any portion of the amount of damages to which Purchaser claims the Purchaser Group is entitled shall constitute notice that Sellers’ Representative disputes such indemnity obligations hereunder Losses (except with respect to the Specified Exceptions and as set forth in the agreement substantially in the form of Exhibit G (Form of Registration Rights Agreement)) for which any member of the Buyer Group it is entitled to recovery under this Agreement or in any Transaction Document and as set forth in the agreement substantially in the form of Exhibit G (Form of Registration Rights Agreement) is to first seek recovery of such Claim Notice Losses from the Holdback Amount and all then from Seller or its Affiliates or Representatives up to an additional amount of Two Million Six Hundred Thousand Dollars ($2,600,000.00) for an aggregate amount of Five Million Two Hundred Thousand Dollars ($5,200,000.00), and (ii) except with respect to the Specified Exceptions, the Buyer Group shall have no right to indemnification under Section 14.3(b) for aggregate Losses in excess of such amounts asserted by Purchaser Group in such Claim Notice shall be retained by the Escrow Agentclause (i) above. (c5) If Sellers’ Representative timely delivers to Purchaser a notice that Sellers’ Representative does not dispute any of the alleged damages specified in Purchaser’s Claim Notice, or timely delivers a notice to Purchaser that it disputes only a portion of the Damages alleged in Purchaser’s Claim Notice, then Purchaser and Sellers’ Representative The Parties shall promptly (but in no event later than three (3) Business Days after issue such occurrence) execute and deliver to the Escrow Agent joint written instructions authorizing notices, and otherwise take such actions, as may be reasonably necessary from time to time to cause the Escrow Agent to disburse to Purchaser distribute amounts in the case of Escrow Account in accordance with this Section 13.6(c)(i14.5(e), the entire amount of the alleged Damages specified in the applicable Claim Notice and in the case of Section 13.6(c)(ii), the amount of the alleged Damages specified in such Seller’s notice that are not in dispute. (d6) On the Interim Holdback Release Date (or first Business Day after such date if such date is not a Business Day), Purchaser Buyer and Sellers’ Representative Seller shall deliver joint written instructions to each bear 50% of all fees and costs charged by the Escrow Agent to disburse to Sellers from the Holdback Amount an amount equal to the positive remainder (if any) of (i) two and one-half percent (2.5%) of the Unadjusted Purchase Price minus (ii) the aggregate amount of all undisbursed or unpaid alleged Damages asserted by Purchaser in any and all applicable unresolved Claim Notices delivered by Purchaser on or prior to the Interim Holdback Release Date. (e) On the Final Holdback Release Date, Purchaser and Sellers’ Representative shall deliver joint written instructions to the Escrow Agent to disburse to Sellers’ Representative or its designees from the Holdback Amount an amount equal to the positive remainder (if any) of (i) the remaining Holdback Amount minus (ii) the aggregate amount of all undisbursed or unpaid alleged Damages asserted by Purchaser in any and all applicable unresolved Claim Notices delivered by Purchaser on or prior to the Final Holdback Release Date. (f) From and after the Final Holdback Release Date, upon resolution of each dispute of the Purchaser Group’s entitlement to such Damages from the Holdback Amount in accordance associated with the terms hereof, Purchaser and Sellers’ Representative shall promptly (but in no event more than three (3) Business Days after such resolution) execute and deliver joint written instructions to the Escrow Agent for the release from the Holdback Amount (i) to Purchaser any amounts to which Purchaser Group is entitled upon resolution of such dispute and (ii) to Sellers’ Representative or its designee any amounts to which Sellers are entitled upon resolution of such dispute. (g) To the extent necessary to release any portion of the Holdback Amount to any Party (or its designee) entitled to receive any portion of the Holdback Amount hereunder, Purchaser and Sellers’ Representative shall promptly (but in no event more than three (3) Business Days) take such reasonable actions as necessary to cause the release such amount(s) from the Holdback Amount to the applicable Party or Parties, including executing and delivering joint written instructions to the Escrow Agent for the release such amount(s) from the Holdback Amount.

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. (a1) At Closing, the Deposit shall automatically be converted toretained in the Escrow Account (such amount as of the Closing is the “Holdback Amount”) until December 2, 2021, and becomeso long thereafter as may be required to resolve any claims asserted by Buyer hereunder. (2) To the extent that it is finally determined under the terms of this Agreement that Buyer is entitled to any claim for indemnification under Section 14.3(b), the Parties shall cause the Escrow Agent to distribute, without offset or counterclaim, such amount to Buyer from the Holdback Amount, which distribution shall remain deposited at Closing with satisfy such claim only up to the Escrow Agent. The Holdback Amount amount so distributed to Buyer. (3) On December 2, 2021, Buyer and Seller shall be held by jointly instruct the Escrow Agent to release the then-current balance of the Holdback Amount, if any, to Seller in accordance with the Escrow Agreement Agreement; provided, however, that Buyer and paid out in accordance with the provisions of this Section 13.6 and Seller shall jointly instruct the Escrow Agreement, as security against, and Agent to support retain an amount (up to the satisfaction then-current balance of the obligation Holdback Amount) equal to defend and indemnify the amount of indemnity claims under Section 14.3(b) asserted by Buyer or otherwise pay any amounts to Earthstone on behalf of itself or any member of the Purchaser Buyer Group pursuant to Section 13.2. (b) If at any time on or prior to the Final Holdback Release Dateend of the General Survival Period, Purchaser delivers to Sellers’ Representative a Claim Notice of such claim that any member remains unresolved (an “Unresolved Claim”). That portion 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 retained for each Unresolved 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 upon the Escrow Agent shall continue to hold final resolution of such amount Unresolved Claim in accordance with this Article XIV and paid to (or the applicable portion thereof) (i) the applicable member of the Buyer Group, if applicable, and (ii) Seller with joint escrow instructions pursuant to the Escrow Agreement until Agreement. (4) Notwithstanding anything to the dispute has been fully resolved by final non-appealable court ordercontrary in this Agreement, arbitrator(i) Buyer’s decision, settlement or otherwise. The failure of Sellers’ Representative to deliver a written notice that Sellers’ Representative disputes sole and exclusive remedy for any portion of the amount of damages to which Purchaser claims the Purchaser Group is entitled shall constitute notice that Sellers’ Representative disputes such indemnity obligations hereunder Losses (except with respect to the Specified Exceptions and as set forth in the agreements substantially in the form of Exhibit G (Form of Registration Rights Agreement) and Exhibit I (Form of Side Letter)) for which any member of the Buyer Group it is entitled to recovery under this Agreement or in any Transaction Document and as set forth in the agreements substantially in the form of Exhibit G (Form of Registration Rights Agreement) and Exhibit I (Form of Side Letter) is to seek recovery of such Claim Notice Losses from the Holdback Amount and all such amounts asserted by Purchaser not from Seller, its Affiliates, any of its Representatives, or any other member of the Seller Group, and (ii) except with respect to the Specified Exceptions, the Buyer Group shall have no right to indemnification under Section 14.3(b) for aggregate Losses in such Claim Notice shall be retained by excess of the Escrow AgentHoldback Amount. (c5) If Sellers’ Representative timely delivers to Purchaser a notice that Sellers’ Representative does not dispute any of the alleged damages specified in Purchaser’s Claim Notice, or timely delivers a notice to Purchaser that it disputes only a portion of the Damages alleged in Purchaser’s Claim Notice, then Purchaser and Sellers’ Representative The Parties shall promptly (but in no event later than three (3) Business Days after issue such occurrence) execute and deliver to the Escrow Agent joint written instructions authorizing notices, and otherwise take such actions, as may be reasonably necessary from time to time to cause the Escrow Agent to disburse to Purchaser distribute amounts in the case of Escrow Account in accordance with this Section 13.6(c)(i14.5(e), the entire amount of the alleged Damages specified in the applicable Claim Notice and in the case of Section 13.6(c)(ii), the amount of the alleged Damages specified in such Seller’s notice that are not in dispute. (d6) On the Interim Holdback Release Date (or first Business Day after such date if such date is not a Business Day), Purchaser Buyer and Sellers’ Representative Seller shall deliver joint written instructions to each bear 50% of all fees and costs charged by the Escrow Agent to disburse to Sellers from the Holdback Amount an amount equal to the positive remainder (if any) of (i) two and one-half percent (2.5%) of the Unadjusted Purchase Price minus (ii) the aggregate amount of all undisbursed or unpaid alleged Damages asserted by Purchaser in any and all applicable unresolved Claim Notices delivered by Purchaser on or prior to the Interim Holdback Release Date. (e) On the Final Holdback Release Date, Purchaser and Sellers’ Representative shall deliver joint written instructions to the Escrow Agent to disburse to Sellers’ Representative or its designees from the Holdback Amount an amount equal to the positive remainder (if any) of (i) the remaining Holdback Amount minus (ii) the aggregate amount of all undisbursed or unpaid alleged Damages asserted by Purchaser in any and all applicable unresolved Claim Notices delivered by Purchaser on or prior to the Final Holdback Release Date. (f) From and after the Final Holdback Release Date, upon resolution of each dispute of the Purchaser Group’s entitlement to such Damages from the Holdback Amount in accordance associated with the terms hereof, Purchaser and Sellers’ Representative shall promptly (but in no event more than three (3) Business Days after such resolution) execute and deliver joint written instructions to the Escrow Agent for the release from the Holdback Amount (i) to Purchaser any amounts to which Purchaser Group is entitled upon resolution of such dispute and (ii) to Sellers’ Representative or its designee any amounts to which Sellers are entitled upon resolution of such dispute. (g) To the extent necessary to release any portion of the Holdback Amount to any Party (or its designee) entitled to receive any portion of the Holdback Amount hereunder, Purchaser and Sellers’ Representative shall promptly (but in no event more than three (3) Business Days) take such reasonable actions as necessary to cause the release such amount(s) from the Holdback Amount to the applicable Party or Parties, including executing and delivering joint written instructions to the Escrow Agent for the release such amount(s) from the Holdback Amount.