Common use of Holdback Amount Clause in Contracts

Holdback Amount. The Seller and the Purchaser hereby acknowledge and agree that: (a) the Holdback Amount shall be withheld from the Purchase Price by the Purchaser, of which the First Tranche Holdback Amount shall be used to satisfy any indemnification obligations of the Seller pursuant to Section 6.3(a) and Section 6.3(c) and the Second Tranche Holdback Amount shall be used for payment of Public Notice 7 Tax with respect to sale of the Sale Securities by the Seller pursuant to Section 5.2(d); (b) to the extent applicable, (i) any amount payable to any Purchaser Indemnified Party pursuant to Section 6.3(a) and Section 6.3(c) shall be paid first from the First Tranche Holdback Amount in accordance with Section 1.3(c), and (ii) any amount to be paid by the Seller pursuant to Section 5.2(d) shall be paid first from the Second Tranche Holdback Amount in accordance with Section 5.2(d); (c) within three (3) Business Days after the First Holdback Expiration Date, the Purchaser shall pay to the Seller into an account designated by the Seller an amount equal to the result of (x) the First Tranche Holdback Amount, minus (y) the amount, if any, owed by the Seller to any Purchaser Indemnified Party pursuant to Section 6.3(a) and Section 6.3(c) and not otherwise paid to such Purchaser Indemnified Party in cash prior to the First Holdback Expiration Date; and (d) within two (2) Business Days after the applicable Second Holdback Expiration Date, the Purchaser shall pay to the Seller into an account designated by the Seller an amount out of the Second Tranche Holdback Amount determined in accordance with Section 5.2(d).

Holdback Amount. The Seller and the Purchaser hereby acknowledge and agree that: (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 withheld from the Purchase Price by the Purchaser, initial source of which the First Tranche Holdback Amount shall be used to satisfy any indemnification obligations of the Seller pursuant to Section 6.3(a) and Section 6.3(c) and the Second Tranche Holdback Amount shall be used recovery for payment of Public Notice 7 Tax with respect to sale of the Sale Securities by the Seller pursuant to Section 5.2(d);claims under Article XII. (b) Subject to the extent applicablelimitations set forth in this Article XII, with respect to any Claim under (i) any amount payable 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 any Purchaser Indemnified Party 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 6.3(a) and Section 6.3(c) shall be paid first from the First Tranche Holdback Amount in accordance with Section 1.3(c12.7(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 amount unresolved good faith Claims ("Unresolved Claims"); provided that Buyer shall promptly pay to be paid by the Seller pursuant Sellers any amounts owed to Section 5.2(d) shall be paid first from the Second Tranche Holdback Amount Sellers upon and in accordance with Section 5.2(d); (c) within three (3) Business Days after the First Holdback Expiration Date, the Purchaser shall pay to the Seller into an account designated by the Seller an amount equal to the result resolution of (x) the First Tranche Holdback Amount, minus (y) the amount, if any, owed by the Seller to any Purchaser Indemnified Party pursuant to Section 6.3(a) and Section 6.3(c) and not otherwise paid to such Purchaser Indemnified Party in cash prior to the First Holdback Expiration Date; and (d) within two (2) Business Days after the applicable Second Holdback Expiration Date, the Purchaser shall pay to the Seller into an account designated by the Seller an amount out of the Second Tranche Holdback Amount determined in accordance with Section 5.2(d)Unresolved Claims.

Holdback Amount. (a) At the Closing, the Purchaser shall cause certificates representing the Holdback Shares to be delivered to the Parent’s headquarters offices, along with stock powers endorsed in blank by the Seller corresponding to such certificates. (b) At any time and from time to time upon ten (10) days prior written notice to the Purchaser, the Seller may pay an amount in cash to the Parent to be held in escrow by the Parent as Holdback Cash (as defined below) equal to the value of any Holdback Shares then held by the Parent, at which time the Parent shall release such Holdback Shares to the Seller. Such amount delivered in cash shall become part of the Holdback Amount (the “Holdback Cash”). The Parent shall deposit such cash in its bank accounts to be held by Parent in escrow as Holdback Cash and any interest or investment earnings thereon shall belong to the Seller. For the avoidance of doubt, in accordance with Section 3.10, for all purposes of this Section 3.6 and this Agreement, each Holdback Share shall be deemed to have a value equal to the Parent Stock Value, regardless of the fair market value of the Holdback Shares at any time. (c) The Holdback Shares and any Holdback Cash shall be retained by the Parent as partial security for (i) any non-payment by the Seller in the event payment is required to be made in respect of a Working Capital Deficit determined pursuant to Section 3.4(d), (ii) any Holdback Period Deficit determined pursuant to Section 3.5(d), and (iii) the indemnity obligations of the Seller and the Purchaser hereby acknowledge and agree that:Partner Parties under Article XII of this Agreement arising within twelve (12) months from the Closing Date. (ad) In the event of a Working Capital Deficit or Holdback Period Deficit entitling the Purchaser to a reduction to the Holdback Amount pursuant to Section 3.4(d) or Section 3.5(d) hereto, or upon final resolution of any claim entitling the Purchaser to payment pursuant to Article XII which arose within twelve (12) months from the Closing Date, the Holdback Amount shall be withheld from the Purchase Price reduced by the Purchaseramount of such Working Capital Deficit, Holdback Period Deficit, or amount the Purchaser Indemnified Party is entitled in respect of such claim, as applicable. For the purposes of settling any such Working Capital Deficit, Holdback Period Deficit or claim, as applicable, the number of Holdback Shares to be cancelled to settle such amount shall be equal to the amount of such Working Capital Deficit, Holdback Period Deficit or claim, as applicable, divided by the Parent Stock Value; provided that in lieu of settling such claim by cancelling such Holdback Shares, the Seller shall have the option to settle such claim in cash by paying an amount in cash equal to such settlement amount in which case such Holdback Shares shall not be cancelled. Subject to the First Tranche Seller’s prior right in the immediately preceding sentence, the reduction to the Holdback Amount may be applied against the Holdback Cash and/or the Holdback Shares at the Purchaser’s election. Upon any cancellation of shares, a new certificate representing a number of Holdback Shares equal to the then-remaining stock portion of the Holdback Amount divided by the Parent Stock Value shall be used to satisfy any indemnification obligations issued to, and registered in, the name of the Seller pursuant to Section 6.3(a) and Section 6.3(c) and the Second Tranche Holdback Amount shall be used for payment of Public Notice 7 Tax with respect to sale of the Sale Securities by Seller, provided that the Seller pursuant to Section 5.2(d);delivers a stock power endorsed in blank for such certificate at the time of such issuance. (be) to On the extent applicableRelease Date, the Purchaser shall (i) any amount payable release and cause to any Purchaser Indemnified Party pursuant be delivered to Section 6.3(a) the Seller the then-remaining and Section 6.3(c) shall be paid first from the First Tranche undisputed Holdback Amount in accordance with Section 1.3(c)Shares, and (ii) any amount to be paid by the Seller pursuant to Section 5.2(d) shall be paid first from the Second Tranche Holdback Amount in accordance with Section 5.2(d); (c) within three (3) Business Days after the First Holdback Expiration Date, the Purchaser shall pay to the Seller into an account designated by the Seller an amount equal to the result of (x) the First Tranche then-remaining and undisputed Holdback Amount, minus (y) the amount, if any, owed by the Seller Cash. Any Holdback Shares or Holdback Cash subject to any Purchaser Indemnified Party dispute pursuant to Section 6.3(a) and Section 6.3(c) and a Notice of Claim delivered under Article XII shall be held, or shall not otherwise paid to be paid, as applicable, until final resolution of the claim set forth therein. Upon final resolution of all such Purchaser Indemnified Party in cash prior to claims following the First Holdback Expiration Date; and (d) within two (2) Business Days after the applicable Second Holdback Expiration Release Date, the Purchaser shall release to the Seller all of the then-remaining Holdback Shares and shall pay to the Seller into an account designated amount equal to the then-remaining Holdback Cash. As a condition to receiving any release of Holdback Shares hereunder, the Seller shall execute, and the Partner Parties shall cause the Seller to execute all documents (including, without limitation, stock powers), and shall take all actions (at the sole cost and expense of the Purchaser Parties) reasonably requested by the Purchaser and the Parent to effect any cancellations, transfers and issuances of stock certificates reasonably necessary to enable the Purchaser and the Parent to make payments of and reductions to the Holdback Amount and Holdback Shares pursuant to this Section 3.6. (f) Any shares of Parent Stock or other equity securities issued or distributed by the Parent (including shares issued upon a stock split, reverse split, conversion, combination or reclassification) (“New Shares”) in respect of Holdback Shares which have not been released to the Seller an amount out shall be added to and become a part of the Second Tranche Holdback Shares and shall be considered Holdback Shares for purposes of this Agreement. New Shares issued in respect of shares of Holdback Shares which have been released to the Seller shall not be added to the Holdback Shares but shall be distributed to the record holders thereof. Cash dividends in respect of Holdback Shares, whether they have or have not been released to the Seller, shall be paid to the Seller for purposes of this Agreement. (g) The Seller shall have all dividend and voting rights with respect to its corresponding Holdback Shares; provided, however, that the Seller shall have no right to transfer, pledge, encumber or otherwise dispose in any manner whatsoever any Holdback Shares which have not been released to the Seller, other than as permitted under Section 7.23. Notwithstanding anything contained herein to the contrary, Holdback Shares shall not be registrable pursuant to the Securities Act, so long as they have not been released to the Seller, and neither the Parent nor the Purchaser shall take any action to register such shares. (h) The Parties acknowledge that ▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ employment with the Purchaser for at least a period of one (1) year from the Closing Date under the terms of the Founder Employment Agreement is essential consideration for the payment of the Holdback Shares and any release thereof. Therefore, notwithstanding anything herein to the contrary, if ▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ employment is terminated by him by virtue of his resignation prior to the first (1st) anniversary of the Closing Date, then, on such termination date, the Holdback Amount determined shall immediately be reduced to zero ($0), all of the remaining Holdback Shares shall be cancelled, and the Seller shall have no further right or interest in accordance with Section 5.2(d)or to the Holdback Shares.

Holdback Amount. The Seller (i) Notwithstanding anything herein to the contrary, except with respect to Losses relating to the Exclusions, the Remaining Payment Obligations and the Purchaser hereby acknowledge and agree that: (a) the Holdback Amount shall be withheld from the Purchase Price by the Purchaser, of which the First Tranche Holdback Amount shall be used to satisfy any indemnification obligations of the Seller Losses pursuant to Section 6.3(a) 9.02(a)(ii), the sole and exclusive source of funds for satisfaction of any claims against the Indemnitors or the Interest Holder Representative under this Agreement, including claims under Section 6.3(c) 2.13, pursuant to Sections 6.06, 6.07, 6.08 and 6.09 and any claims that the Second Tranche Holdback Amount Parent Indemnified Parties may have against the Indemnitors pursuant to this Agreement, shall be used for payment of Public Notice 7 Tax (A) an offset against the Adjusted Indemnity Holdback Amount, (B) solely with respect to sale of recovering under Section 6.07, an offset against (x) the Sale Securities by the Seller pursuant to Section 5.2(d); Adjusted Indemnity Holdback Amount and, (by) to the extent applicablethe Adjusted Indemnity Holdback Amount is exhausted and subject to Section 2.14(g), any Yearly Earn-Out Payment earned but not yet paid, (iC) any amount payable solely with respect to any Purchaser Indemnified Party pursuant recovering under Section 6.09 (as it relates to Section 6.3(a) and Section 6.3(c) shall be paid first from the First Tranche Special Holdback Amount in accordance with Section 1.3(cProjects), an offset against the Adjusted Special Holdback Amount, and (D) solely with respect to recovery under Section 2.13, the Net Worth Reserve. (ii) All claims for Losses made by any amount to Parent Indemnified Party in respect of Exclusions shall first be paid satisfied by an offset against the Seller pursuant to Section 5.2(d) shall be paid first from the Second Tranche Holdback Amount in accordance with Section 5.2(d); (c) within three (3) Business Days after the First Holdback Expiration Date, the Purchaser shall pay to the Seller into an account designated by the Seller an amount equal to the result of (x) the First Tranche Adjusted Indemnity Holdback Amount, minus (y) the amount, if any, owed by the Seller to any Purchaser and no Parent Indemnified Party shall be permitted to make a claim in respect of Exclusions (other than a claim for offset against the Adjusted Indemnity Holdback Amount) pursuant to Section 6.3(a) and Section 6.3(c) and not otherwise paid to such Purchaser Indemnified Party in cash prior to this Agreement until the First Holdback Expiration Date; and (d) within two (2) Business Days after the applicable Second Holdback Expiration Date, the Purchaser shall pay to the Seller into an account designated by the Seller an amount out of the Second Tranche Adjusted Indemnity Holdback Amount determined is fully depleted. No offset can be made pursuant to this Article IX against the Adjusted Indemnity Holdback Amount unless the Interest Holder Representative consents in accordance with Section 5.2(d)writing or there is a Final Order.

Holdback Amount. The Seller and the Purchaser hereby acknowledge and agree that: (a) the Holdback Amount shall be withheld from the Purchase Price by the Purchaser, of which the First Tranche Holdback Amount shall be used to satisfy any indemnification obligations of the Seller pursuant to Section 6.3(a) and Section 6.3(c) and the Second Tranche Holdback Amount shall be used for payment of Public Notice 7 Tax with respect to sale of the Sale Securities by the Seller pursuant to Section 5.2(d); (b) to the extent applicable, (i) any amount payable On each Holdback Release Date, Buyer will pay, or cause to any Purchaser Indemnified Party pursuant be paid, to Section 6.3(a) and Section 6.3(c) shall be paid first from the First Tranche Holdback Amount Sellers in accordance with Section 1.3(c2.7 (in all cases, without interest thereon), and an amount, which shall not be less than $0, equal to (iiI) any amount to be paid by the Seller Holdback Quarterly Payment Amount for such Holdback Release Date, minus (II) the sum of (1) all amounts offset against the Holdback Amount in satisfaction of a Purchase Price Overpayment pursuant to Section 5.2(d2.4(f) shall be paid first from and amounts used in satisfaction of claims for indemnification or setoff pursuant to Section 9.2, but not previously offset against a prior Holdback Quarterly Payment Amount, plus (2) the Second Tranche aggregate amount of (x) any and all claims under Section 9.2 asserted prior to the occurrence of the applicable Holdback Amount Release Date but not yet resolved plus (y) if the Cash Purchase Price has not been finally determined in accordance with Section 5.2(d2.4, an amount equal to Buyer’s reasonable and good faith estimate of the Purchase Price Overpayment amount (but, for the avoidance of doubt, in each case without duplication of any existing offset against the Holdback Amount) (subsection (x) and subsection (y); (c) within three , collectively, “Unresolved Claims”), plus (3) Business Days after solely with respect to the First final Holdback Expiration Release Date, (x) an amount equal to (i) the Purchaser shall pay to Uncollected Closing A/R minus (ii) the Seller into an account designated by the Seller Closing AFDA Amount and (y) an amount equal to the result Warranty Expenses. For the avoidance of (x) doubt, any reduction of the First Tranche Holdback Amount, minus (y) the amount, if any, owed by the Seller to any Purchaser Indemnified Party Amount pursuant to Section 6.3(a2.4(f) and will in all cases reduce Buyer’s payment obligations in this Section 6.3(c2.1(c) with respect to the Holdback Amount or any portion thereof. (ii) With respect to any remaining balance attributable to Unresolved Claims and not otherwise paid subject to such Purchaser Indemnified Party in cash prior offset or amounts reduced from a Holdback Quarterly Payment amount pursuant to Section 2.1(c)(i)(II)(2), Buyer will pay, or cause to be paid, to the First Holdback Expiration Date; and (d) within two (2) Business Days after the applicable Second Holdback Expiration Date, the Purchaser shall pay to the Seller into an account designated by the Seller an amount out of the Second Tranche Holdback Amount determined Sellers in accordance with Section 5.2(d2.7, in all cases, without interest thereon, amounts not to exceed such balance in the aggregate, promptly, but in any event within ten (10) Business Days (to the extent not utilized to satisfy any such Unresolved Claims resolved in favor of Buyer) of the resolution of any such Unresolved Claim or final determination of the Cash Purchase Price in accordance with Section 2.4 or ARTICLE 9, as applicable. (iii) Within thirty (30) days after the Uncollected Closing A/R and Warranty Expense Calculation Date, Buyer shall prepare or cause to be prepared and delivered to the Sellers’ Representative a written statement (the “Closing A/R and Warranty Statement”), setting forth in reasonable detail Buyer’s good faith calculation of the Uncollected Closing A/R and the Warranty Expenses. If the Sellers’ Representative disputes the calculation of Uncollected Closing A/R or the Warranty Expenses set forth in the Closing A/R and Warranty Statement, then the Sellers’ Representative shall deliver a written notice (an “A/R and Warranty Dispute Notice”) to Buyer at any time during the twenty (20)-day period commencing upon receipt by the Sellers’ Representative of the Closing A/R and Warranty Statement (the “A/R and Warranty Review Period”). The A/R and Warranty Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail and the Sellers’ Representative’s proposed resolution of each such dispute. Each line item of the Closing A/R and Warranty Statement which is not disputed in the A/R and Warranty Dispute Notice in accordance with the immediately preceding sentence shall be deemed to have been accepted by the Sellers’ Representative and shall become final and binding upon the Sellers and Buyer. If the Sellers’ Representative and Buyer are unable to reach agreement on the Uncollected Closing A/R or the Warranty Expenses that are in dispute within twenty (20) days after the end of the A/R and Warranty Review Period, then any such remaining disagreements shall be resolved by the Designated Accounting Firm in accordance with the procedures, and the fees and expenses of the Designated Accounting Firm shall be borne by the Sellers’ Representative, on the one hand, and Buyer, on the other hand, in accordance with the rules set forth in Section 2.4(d).

Holdback Amount. The Seller and the Purchaser hereby acknowledge and agree that: (a) The Significant Shareholder hereby covenants and agrees that the amount of $5,000,000 (the “Initial Holdback Amount shall be withheld from the Purchase Price by the Purchaser, of which the First Tranche Holdback Amount shall be used to satisfy any indemnification obligations of the Seller pursuant to Section 6.3(a) and Section 6.3(c) and the Second Tranche Holdback Amount shall be used for payment of Public Notice 7 Tax with respect to sale of the Sale Securities by the Seller pursuant to Section 5.2(d); (b) to the extent applicable, (i) any amount payable to any Purchaser Indemnified Party pursuant to Section 6.3(a) and Section 6.3(cAmount”) shall be paid first automatically netted out of the portion of the Closing Merger Consideration payable to the Significant Shareholder pursuant to this Agreement. On the date which is 15 months from the First Tranche Closing Date (the “Holdback Amount in accordance with Section 1.3(cPayment Date”), and (ii) any amount to be paid by the Seller pursuant to Section 5.2(d) shall be paid first from the Second Tranche Holdback Amount in accordance with Section 5.2(d); (c) within three (3) Business Days after the First Holdback Expiration Date, the Purchaser shall and the Company shall, on a joint and several basis, pay to the Seller into an account designated Significant Shareholder, by wire transfer of immediately available funds to such accounts as the Seller Significant Shareholder may direct, an amount (the “Remaining Holdback Amount”) equal to the result of (xA) the First Tranche Initial Holdback Amount, minus (yB) the amount, if any, owed by amount of any decreases to the Seller to any Purchaser Indemnified Party Holdback Amount pursuant to Section 6.3(a2.13, 6.5 or 9; provided, that, the amount of the Remaining Holdback Amount payable on the Holdback Payment Date shall be reduced (but not below zero) and Section 6.3(c) and not otherwise paid to such Purchaser Indemnified Party in cash prior to by the First amount of each Unsatisfied Claim pending on the Holdback Expiration Payment Date; and, provided, further, that the Remaining Holdback Amount as such term is used in this Section 2.11 shall include the aggregate amount of interest that has accrued (and remains unpaid) on the rest of the Remaining Holdback Amount as of such payment date based on a rate of one percent (1.0%) per annum. (db) within two Within five (25) Business Days after of the applicable Second issuance of the final, non-appealable determination of a court of competent jurisdiction with respect to any Unsatisfied Claim which was pending on the Holdback Expiration Payment Date, the Purchaser shall and the Company shall, on a joint and several basis, pay to the Seller into an account designated Significant Shareholder, by wire transfer of immediately available funds to such accounts as the Seller an Significant Shareholder may direct, the amount out by which payment of the Second Tranche Remaining Holdback Amount on the Holdback Payment Date pursuant to Section 2.11(a) was reduced in respect of such Unsatisfied Claim (net of the portion of such amount (if any) to which the Purchaser or the Purchaser Indemnified Persons, or any of them, have been so determined in accordance with Section 5.2(dto be entitled).

Holdback Amount. The Initial Holdback Amount shall be withheld by the Buyer from the Purchase Price (as provided herein) and, subject to the terms of this Agreement, shall be available to satisfy any claims for indemnity made pursuant to Section 11.2(a) and Section 11.2(b). An irrevocable letter of credit from a reputable bank shall be obtained by the Buyer and delivered to the Seller Representative to secure the performance by the Buyer of its obligations hereunder in respect of the Initial Holdback Amount, and such additional amounts added to the Purchaser hereby acknowledge Holdback Amount from time to time pursuant to Section 12.5(c) (the "Irrevocable Letter of Credit"). No interest shall be paid to the Sellers in respect of the Holdback Amount prior to April 1, 2006. Any remaining portion of the Holdback Amount that is withheld by the Buyer after April 1, 2006 and agree that: is released to the Seller Representative in accordance herewith shall accrue interest from and after such date at the rate of 1.5% per annum. On April 1, 2005, an amount equal to the product of (a) (i) Ten Million Dollars ($10,000,000), less (ii) the sum of (A) any amounts by which the Holdback Amount has been reduced to satisfy indemnity claims as provided herein and (B) an estimate of any amounts necessary to satisfy pending indemnity claims hereunder (as evidenced by a written notice from the Buyer to the Seller Representative), multiplied by (b) the Purchased Securities Percentage shall be paid by the Buyer to the Seller Representative out of the Holdback Amount, without any interest thereon. On April 1, 2006, an amount equal to (a) the Initial Holdback Amount, plus (b) any amounts added to the Holdback Amount from time to time pursuant to Section 11.2(g)(i) or 12.5(c), less (c) the sum of (i) any amounts previously paid out of the Holdback Amount to satisfy indemnity claims as provided herein (including, without limitation, any amounts withheld from release payments to satisfy Individual Losses under Section 11.2(f)), (ii) any amounts previously released out of the Holdback Amount to the Seller Representative, and (iii) an estimate of any amounts necessary to satisfy pending indemnity claims hereunder (as evidenced by a written notice from the Buyer to the Seller Representative), shall be paid by the Buyer to the Seller Representative out of the then remaining Holdback Amount, without any interest thereon; provided, however, that a portion of such Holdback Amount may continue to be retained by the Buyer beyond such time to satisfy any pending or unresolved claims for indemnity hereunder; provided, further, that promptly after the satisfaction or resolution of all such pending claims, any then remaining portion of the Holdback Amount shall be withheld from the Purchase Price by the Purchaser, of which the First Tranche Holdback Amount shall be used to satisfy any indemnification obligations of the Seller pursuant to Section 6.3(a) and Section 6.3(c) and the Second Tranche Holdback Amount shall be used for payment of Public Notice 7 Tax with respect to sale of the Sale Securities by the Seller pursuant to Section 5.2(d); (b) to the extent applicable, (i) any amount payable to any Purchaser Indemnified Party pursuant to Section 6.3(a) and Section 6.3(c) shall be paid first from the First Tranche Holdback Amount in accordance with Section 1.3(c), and (ii) any amount to be paid by the Seller pursuant to Section 5.2(d) shall be paid first from the Second Tranche Holdback Amount in accordance with Section 5.2(d); (c) within three (3) Business Days after the First Holdback Expiration Date, the Purchaser shall pay Buyer to the Seller into an account designated by the Seller an amount equal to the result of Representative, without any interest thereon (x) the First Tranche Holdback Amount, minus (y) the amount, if any, owed by the Seller to any Purchaser Indemnified Party pursuant to Section 6.3(a) and Section 6.3(c) and not except as otherwise paid to such Purchaser Indemnified Party in cash prior to the First Holdback Expiration Date; and (d) within two (2) Business Days after the applicable Second Holdback Expiration Date, the Purchaser shall pay to the Seller into an account designated by the Seller an amount out of the Second Tranche Holdback Amount determined in accordance with Section 5.2(dspecifically provided herein).

Holdback Amount. After the Closing, $[*] (the “Holdback Amount”) shall, by wire transfer of immediately available funds, be released to the Equityholder within ten (10) Business Days of the final determination of the Final Purchase Price pursuant to Section 1.6; provided, however, that (a) if there is no balance of the Holdback Amount remaining after satisfaction of the Equityholder and Beneficial Owners’ obligations under Section 5.6 or Section 8.2, or (b) the amount of outstanding indemnification claims against the Equityholder or Beneficial Owners exceed the unreleased balance of the Holdback Amount on such date, no payment will be released to the Equityholder on such date. The Seller Equityholder and the Purchaser hereby Beneficial Owners each acknowledge and agree that: (a) that Buyer shall have the right to offset against the Holdback Amount any and all amounts for payments to any Indemnified Person with respect to the indemnification obligations under Section 5.6 or Section 8.2. The Equityholder and Beneficial Owners each acknowledge and agree that ▇▇▇▇▇’s right to offset against the Holdback Amount shall not be withheld Buyer’s exclusive method of receiving indemnification from the Purchase Price by the Purchaser, of which the First Tranche Holdback Amount shall be used to satisfy any indemnification obligations of the Seller Equityholder or Beneficial Owners pursuant to Section 6.3(a) and 5.6 or Section 6.3(c) and the Second Tranche Holdback Amount shall be used for payment of Public Notice 7 Tax with respect to sale of the Sale Securities by the Seller pursuant to Section 5.2(d); (b) to the extent applicable, (i) any amount payable to any Purchaser Indemnified Party pursuant to Section 6.3(a) and Section 6.3(c) shall be paid first from the First Tranche Holdback Amount in accordance with Section 1.3(c), and (ii) any amount to be paid by the Seller pursuant to Section 5.2(d) shall be paid first from the Second Tranche Holdback Amount in accordance with Section 5.2(d); (c) within three (3) Business Days after the First Holdback Expiration Date, the Purchaser shall pay to the Seller into an account designated by the Seller an amount equal to the result of (x) the First Tranche Holdback Amount, minus (y) the amount, if any, owed by the Seller to any Purchaser Indemnified Party pursuant to Section 6.3(a) and Section 6.3(c) and not otherwise paid to such Purchaser Indemnified Party in cash prior to the First Holdback Expiration Date; and (d) within 8.2. Within two (2) Business Days after following receipt of the applicable Second Holdback Expiration DateAmount, the Purchaser shall pay Company will enter into a promissory note with Apollo Care (in the same form as the Note) having a principal amount equal to the Seller into an account designated by the Seller an received amount out of the Second Tranche Holdback Amount determined in accordance with and remit the same to Apollo Care.” Section 5.2(d).3. Section 1.6 (Purchase Price Adjustment) shall be added after Section 1.5 (Holdback Amount) as follows:

Holdback Amount. The Seller and the Purchaser hereby acknowledge and agree that: (a) The Sellers hereby authorize and instruct the Holdback Amount shall be withheld Buyer to deduct from the Purchase Price by Estimated Closing Payment otherwise payable to the Purchaser, Equityholders at the Closing an aggregate amount of which $750,000 (the First Tranche “Holdback Amount shall be used Amount”) in order to satisfy any support the Sellers’ indemnification obligations of the Seller pursuant to Section 6.3(a) and Section 6.3(c) under Article VI and the Second Tranche Holdback Amount shall be used for Equityholders’ payment of Public Notice 7 Tax with respect to sale of the Sale Securities by the Seller pursuant to obligations under Section 5.2(d);1.5, if any. (b) Following the date that is 15 months after the Closing Date (the “Holdback Expiration Date”), the Seller Representative shall deliver to the extent applicableBuyer an updated Payment Spreadsheet including each Equityholder’s Pro Rata Portion of the Holdback Amount, (i) any amount payable to any Purchaser Indemnified Party pursuant to Section 6.3(a) and Section 6.3(c) shall be less the Adjustment Amount as paid first or reduced from the First Tranche Holdback Amount in accordance with Section 1.3(c1.5, less the sum of the aggregate amount of all claims for indemnification asserted in writing by the Buyer prior to the Holdback Expiration Date pursuant to and in accordance with Article VI, less any Company Transaction Expenses arising in connection with the release of the Holdback Amount (such amount, the “Holdback Release Amount”). Within five (5) Business Days of receiving such updated Payment Spreadsheet, the Buyer shall (i) pay or deliver to the Company for payment of (as applicable) that portion of the Holdback Release Amount, if any, designated for the holders of Cancelled Options to such holders through payroll as soon as reasonably practical and (ii) any amount to be paid by deliver the Seller pursuant to Section 5.2(d) shall be paid first from the Second Tranche remaining Holdback Amount in accordance with Section 5.2(d); (c) within three (3) Business Days after the First Holdback Expiration Date, the Purchaser shall pay to the Seller into an account designated by the Seller an amount equal to the result of (x) the First Tranche Holdback Release Amount, minus (y) the amount, if any, owed by the Seller to any Purchaser Indemnified Party pursuant to Section 6.3(a) and Section 6.3(c) and not otherwise paid to such Purchaser Indemnified Party in cash prior to the First Holdback Expiration Date; and (d) within two (2) Business Days after the applicable Second Holdback Expiration Date, the Purchaser shall pay Paying Agent for payment to the Seller into an account designated by the Seller an amount out of the Second Tranche Holdback Amount determined remaining Equityholders, in each case, in accordance with Section 5.2(d)the updated Payment Spreadsheet and each of their respective Pro Rata Portions. Any Company Transaction Expenses arising in connection with the payment of the Holdback Release Amount shall be retained by the Buyer.

Holdback Amount. 3.6.1 The Purchaser shall retain part of the Base Purchase Price in the amount of EUR 500,000 (five hundred thousand euro) in cash to secure the obligations of the Seller and under this Agreement (the “Holdback Amount”). 3.6.2 The Holdback Amount shall be held back by the Purchaser hereby acknowledge and agree thatas security for any claims under this Agreement. The Holdback Amount shall be paid by the Purchaser to the Seller as follows: (a) a. an amount equal to 50% of the Holdback Amount shall be withheld from released to the Purchase Price Seller by the Purchaser, Purchaser after expiry of which 1 (one) year of the First Tranche Closing Date; and b. the remaining amount of the Holdback Amount shall be used released to satisfy the Seller by the Purchaser after expiry of 2 (two) years after the Closing Date, provided in each case that if at the relevant that the amount payable under a. and/or b. above shall be deducted by (i) the amount of any indemnification obligations claim submitted by the Purchaser to the Seller in accordance with this Agreement prior to the end of the Seller relevant released date and which has not been settled in full prior to such release date (including for the avoidance of doubt any claims pursuant to Section 6.3(aClause 3.5) and Section 6.3(c(ii) the amount of any claim submitted by the Purchaser and which has been set-off (verrekend) in accordance with Clause 3.6.3. 3.6.3 In the event the Purchaser has submitted a claim under this Agreement and the Second Tranche Holdback Amount shall be used for payment of Public Notice 7 Tax with respect to sale of Parties have reached agreement on the Sale Securities amount payable by the Seller pursuant to Section 5.2(d); (b) to the extent applicablePurchaser in respect of such claim, or such claim has been awarded in favour of the Purchaser in court proceedings, such claim shall be settled by means of set-off (verrekening) with the Holdback Amount. 3.6.4 If the Purchaser (i) any amount payable to any Purchaser Indemnified Party pursuant to Section 6.3(ahas not paid (part of) and Section 6.3(c) shall be paid first from the First Tranche Holdback Amount in accordance with Section 1.3(c), Clause 3.6.2 and (ii) any has not commenced legal proceedings within nine (9) months after the date of which the relevant amount to be paid by of the Seller Holdback Amount was due pursuant to Section 5.2(d) shall be paid first from the Second Tranche Holdback Amount in accordance with Section 5.2(d); (c) within three (3) Business Days after the First Holdback Expiration DateClause 3.6.2, the Purchaser the (part of) the Holdback Amount that has not been paid shall pay be immediately due to the Seller into an account designated by the Seller an amount equal to the result of (x) the First Tranche Holdback Amount, minus (y) the amount, if any, owed by the Seller to any Purchaser Indemnified Party pursuant to Section 6.3(a) and Section 6.3(c) and not otherwise paid to such Purchaser Indemnified Party in cash prior to the First Holdback Expiration Date; and (d) within two (2) Business Days after the applicable Second Holdback Expiration Date, the Purchaser shall pay out to the Seller within five (5) Business Days, unless the Parties have entered into an account designated by good faith negotiations with regard to the Seller an amount out of the Second Tranche Holdback Amount determined in accordance with Section 5.2(d)respective claim on such date.

Holdback Amount. The 7.4.1 As security for any amounts payable by the Seller and to the Purchaser hereby acknowledge pursuant to the terms of this Agreement (including any Delayed Advance Purchase Stock Repayment Amount or any interest payments under the Amended API Supply Agreement pursuant to Clause 6.20.4), and agree that: as security for any failure of the Seller to perform its obligations under the Amended API Supply Agreement, including specifically, among other things, payment and on time delivery, the Purchaser shall retain out of the Cash Consideration payable pursuant to Clause 3.1 an amount equal to INR*** (a) Indian Rupees ***)(the “Holdback Amount”). In addition to its other rights and remedies under this Agreement and applicable Law, the Purchaser shall have a full right of set-off and may apply all or any part of the Holdback Amount shall be withheld from to pay, or to provide for the Purchase Price by the Purchaser, of which the First Tranche Holdback Amount shall be used to satisfy any indemnification obligations of the Seller pursuant to Section 6.3(a) and Section 6.3(c) and the Second Tranche Holdback Amount shall be used for payment of Public Notice 7 Tax with respect to sale of the Sale Securities by the Seller pursuant to Section 5.2(d); (b) to the extent applicableof, (i) any amount payable to any Purchaser Indemnified Party pursuant to Section 6.3(a) and Section 6.3(c) shall be paid first from the First Tranche Holdback Amount in accordance with Section 1.3(c), and (ii) any amount required to be paid by the Seller to the Purchaser under the terms of this Agreement, (ii) any damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreement or (iii) any other amounts for which the Purchaser has retained portions of the Holdback Amount pursuant to Section 5.2(dthe terms of this Agreement (including pursuant to Clause 6.20.4 (Interest Payments under Amended API Supply Agreement), Clause 6.21.1 (Debonding Costs), Clause 6.22.7 (Gut 36 at Aurangabad) or Clause 6.24 (Other Seller Liabilities)), subject to the limitations set forth therein. The Purchaser’s right of set-off shall be paid first applicable to amounts that are determined in good faith by the Purchaser to be (i) payable by the Seller pursuant to the terms of this Agreement, (ii) retained by the Purchaser from the Second Tranche Holdback Amount in accordance with Section 5.2(d);pursuant to the terms of this Agreement, or (iii) for damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreement, subject to the limitations set forth therein. (c) within three (3) Business Days after 7.4.2 Subject to the First Holdback Expiration Dateprovisions of this Agreement, the Purchaser shall pay the unapplied Holdback Amount (without any interest) to the Seller into an account designated on the *** anniversary of the Closing Date (the "Holdback Release Date"). If any Claim Notice has been delivered by the Seller an amount equal Purchaser to the result Seller and the Parties have not reached an agreement with respect to the Purchaser’s entitlement to receive the Losses at issue in such Claim Notice, then the Purchaser’s obligation to pay any instalment of (x) the First Tranche unapplied Holdback Amount, minus (y) Amount shall be suspended with respect to Purchaser’s good faith estimate of the amount, if any, amount owed by the Seller to any Purchaser Indemnified Party pursuant to Section 6.3(a) and Section 6.3(c) and not otherwise paid to such Purchaser Indemnified Party in cash prior under the Claim Notice until a final determination as to the First Holdback Expiration Date; and (d) within two (2) Business Days after Purchaser’s entitlement to receive the Losses covered by the applicable Second Holdback Expiration DateClaim Notice has been reached. These payments shall be reduced, in the Purchaser shall pay to the Seller into an account designated order of their maturities, by any amounts payable by the Seller an amount out pursuant to the terms of this Agreement or as damages arising from any failure of the Second Tranche Seller to perform its obligations under the Amended API Supply Agreement. 7.4.3 Nothing in this Clause 7.4 shall be construed as limiting the Liability of the Seller under this Agreement to the amount of the Holdback Amount, nor shall the Holdback Amount determined in accordance with Section 5.2(d)be considered as liquidated damages for any breach under this Agreement or the Amended API Supply Agreement.

Holdback Amount. (a) At the Closing, the Purchaser shall cause certificates representing the Holdback Shares to be delivered to the Parent’s headquarters offices, along with stock powers endorsed in blank by the Seller corresponding to such certificates. (b) At any time and from time to time upon ten (10) days prior written notice to the Purchaser, the Seller may pay an amount in cash to the Parent to be held in escrow by the Parent as Holdback Cash (as defined below) equal to the value of any Holdback Shares then held by the Parent, at which time the Parent shall release such Holdback Shares to the Seller. Such amount delivered in cash shall become part of the Holdback Amount (the “Holdback Cash”). The Parent shall deposit such cash in its bank accounts to be held by Parent in escrow as Holdback Cash and any interest or investment earnings thereon shall belong to the Seller. For the avoidance of doubt, in accordance with Section 3.10, for all purposes of this Section 3.6 and this Agreement, each Holdback Share shall be deemed to have a value equal to the Parent Stock Value, regardless of the fair market value of the Holdback Shares at any time. (c) The Holdback Shares and any Holdback Cash shall be retained by the Parent as partial security for (i) any non-payment by the Seller in the event payment is required to be made in respect of a Working Capital Deficit determined pursuant to Section 3.4(d), (ii) any Holdback Period Deficit determined pursuant to Section 3.5(d), and (iii) the indemnity obligations of the Seller and the Purchaser hereby acknowledge and agree that:Shareholder Parties under Article XII of this Agreement arising within twelve (12) months from the Closing Date. (ad) In the event of a Working Capital Deficit or Holdback Period Deficit entitling the Purchaser to a reduction to the Holdback Amount pursuant to Section 3.4(d) or Section 3.5(d) hereto, or upon final resolution of any claim entitling the Purchaser to payment pursuant to Article XII which arose within twelve (12) months from the Closing Date, the Holdback Amount shall be withheld from the Purchase Price reduced by the Purchaseramount of such Working Capital Deficit, Holdback Period Deficit, or amount the Purchaser Indemnified Party is entitled in respect of such claim, as applicable. For the purposes of settling any such Working Capital Deficit, Holdback Period Deficit or claim, as applicable, the number of Holdback Shares to be cancelled to settle such amount shall be equal to the amount of such Working Capital Deficit, Holdback Period Deficit or claim, as applicable, divided by the Parent Stock Value; provided that in lieu of settling such claim by cancelling such Holdback Shares, the Seller shall have the option to settle such claim in cash by paying an amount in cash equal to such settlement amount in which case such Holdback Shares shall not be cancelled. Subject to the First Tranche Seller’s prior right in the immediately preceding sentence, the reduction to the Holdback Amount may be applied against the Holdback Cash and/or the Holdback Shares at the Purchaser’s election. Upon any cancellation of shares, a new certificate representing a number of Holdback Shares equal to the then-remaining stock portion of the Holdback Amount divided by the Parent Stock Value shall be used to satisfy any indemnification obligations issued to, and registered in, the name of the Seller pursuant to Section 6.3(a) and Section 6.3(c) and the Second Tranche Holdback Amount shall be used for payment of Public Notice 7 Tax with respect to sale of the Sale Securities by Seller, provided that the Seller pursuant to Section 5.2(d);delivers a stock power endorsed in blank for such certificate at the time of such issuance. (be) to On the extent applicableRelease Date, the Purchaser shall (i) any amount payable release and cause to any Purchaser Indemnified Party pursuant be delivered to Section 6.3(a) the Seller the then-remaining and Section 6.3(c) shall be paid first from the First Tranche undisputed Holdback Amount in accordance with Section 1.3(c)Shares, and (ii) any amount to be paid by the Seller pursuant to Section 5.2(d) shall be paid first from the Second Tranche Holdback Amount in accordance with Section 5.2(d); (c) within three (3) Business Days after the First Holdback Expiration Date, the Purchaser shall pay to the Seller into an account designated by the Seller an amount equal to the result of (x) the First Tranche then-remaining and undisputed Holdback Amount, minus (y) the amount, if any, owed by the Seller Cash. Any Holdback Shares or Holdback Cash subject to any Purchaser Indemnified Party dispute pursuant to Section 6.3(a) and Section 6.3(c) and a Notice of Claim delivered under Article XII shall be held, or shall not otherwise paid to be paid, as applicable, until final resolution of the claim set forth therein. Upon final resolution of all such Purchaser Indemnified Party in cash prior to claims following the First Holdback Expiration Date; and (d) within two (2) Business Days after the applicable Second Holdback Expiration Release Date, the Purchaser shall release to the Seller all of the then-remaining Holdback Shares and shall pay to the Seller into an account designated amount equal to the then-remaining Holdback Cash. As a condition to receiving any release of Holdback Shares hereunder, the Seller shall execute, and the Shareholder Parties shall cause the Seller to execute all documents (including, without limitation, stock powers), and shall take all actions (at the sole cost and expense of the Purchaser Parties) reasonably requested by the Purchaser and the Parent to effect any cancellations, transfers and issuances of stock certificates reasonably necessary to enable the Purchaser and the Parent to make payments of and reductions to the Holdback Amount and Holdback Shares pursuant to this Section 3.6. (f) Any shares of Parent Stock or other equity securities issued or distributed by the Parent (including shares issued upon a stock split, reverse split, conversion, combination or reclassification) (“New Shares”) in respect of Holdback Shares which have not been released to the Seller an amount out shall be added to and become a part of the Second Tranche Holdback Shares and shall be considered Holdback Shares for purposes of this Agreement. New Shares issued in respect of shares of Holdback Shares which have been released to the Seller shall not be added to the Holdback Shares but shall be distributed to the record holders thereof. Cash dividends in respect of Holdback Shares, whether they have or have not been released to the Seller, shall be paid to the Seller for purposes of this Agreement. (g) The Seller shall have all dividend and voting rights with respect to its corresponding Holdback Shares; provided, however, that the Seller shall have no right to transfer, pledge, encumber or otherwise dispose in any manner whatsoever any Holdback Shares which have not been released to the Seller, other than as permitted under Section 7.23. Notwithstanding anything contained herein to the contrary, Holdback Shares shall not be registrable pursuant to the Securities Act, so long as they have not been released to the Seller, and neither the Parent nor the Purchaser shall take any action to register such shares. (h) The Parties acknowledge that the Founder’s employment with the Purchaser for at least a period of one (1) year from the Closing Date under the terms of the Founder Employment Agreement is essential consideration for the payment of the Holdback Shares and any release thereof. Therefore, notwithstanding anything herein to the contrary, if the Founder’s employment is terminated by the Founder by virtue of his resignation prior to the first (1st) anniversary of the Closing Date, then, on such termination date, the Holdback Amount determined shall immediately be reduced to zero ($0), all of the remaining Holdback Shares shall be cancelled, and the Seller shall have no further right or interest in accordance with Section 5.2(d)or to the Holdback Shares.

Holdback Amount. The Seller (1) At Closing, (A) the portion of the Deposit equal to $3,000,000.00 (such amount as of the Closing, the “Primary Holdback Amount”) shall be retained in the Escrow Account (except to the extent distributed pursuant to this Agreement and the Purchaser hereby acknowledge Escrow Agreement) until the date that is 48 months after the Closing Date (the “Holdback Expiration Date”), and agree that:(B)(I) a portion of the Deposit equal to $500,000.00 shall be retained in the Escrow Account (except to the extent distributed pursuant to this Agreement and the Escrow Agreement) and (II) Seller shall deposit an amount equal to $1,500,000.00 (such amounts set forth in clauses (I) and (II), the “Secondary Holdback Amount” and, together with the Primary Holdback Amount, the “Holdback Amount”) into the Escrow Account until the Holdback Expiration Date, except to the extent distributed pursuant to this Section 14.5(d) and the Escrow Agreement, and so long thereafter as may be required to resolve any claims asserted by Buyer hereunder. (a2) 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) (except for indemnification under Section 14.3(b)(1) and Section 14.3(b)(6) with respect to the Specified Indemnification Matters contained in and in accordance with Schedule 14.2(l)) (the “Primary Holdback Claims”) the Parties shall cause the Escrow Agent to distribute, without offset or counterclaim, such amount to Buyer from the Holdback Amount, which distribution shall satisfy such claim only up to the amount so distributed to Buyer. 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)(1) and Section 14.3(b)(6) with respect to the Specified Indemnification Matters contained in and in accordance with Schedule 14.2(l)) (the “Secondary Holdback Claims”), the Parties shall cause the Escrow Agent to distribute, without offset or counterclaim, such amount to Buyer from the Holdback Amount, which distribution shall satisfy such claim only up to the amount so distributed to Buyer. (3) On the first Business Day after the nine month anniversary of the Closing Date (the “First Holdback Release Date”), Buyer and Seller shall jointly instruct the Escrow Agent to release to Seller, an amount equal to 30% of the amount of the then-remaining Holdback Amount less an amount equal to the aggregate amount of Primary Holdback Claims and Secondary Holdback Claims asserted by Buyer on behalf of itself or any member of the Buyer Group on or prior to the First Holdback Release Date and that have not been previously satisfied in full (which amount shall remain part of the Holdback Amount shall until final resolution of such outstanding indemnity claims (the “Initial Release Unresolved Claims”)); provided, that if the amount of the then-remaining Holdback Amount less the amount of the Initial Release Unresolved Claims is less than or equal to 75% of the original Holdback Amount, then no amounts will be withheld released from the Purchase Price by the Purchaser, of which Escrow Account on the First Tranche Holdback Release Date. {JK01396073.28 } (4) On the first Business Day after the 12 month anniversary of the Closing Date (the “Second Holdback Release Date”), Buyer and Seller shall jointly instruct the Escrow Agent to release to Seller, an amount (the “Second Release Amount”) equal to 42.9% of the amount of the then-remaining Holdback Amount less an amount equal to the aggregate amount of Primary Holdback Claims and Secondary Holdback Claims asserted by Buyer on behalf of itself or any member of the Buyer Group on or prior to the Second Holdback Release Date and that have not been previously satisfied in full (which amount shall remain part of the Holdback Amount until final resolution of such outstanding indemnity claims (the “Second Release Unresolved Claims”)); provided, that if the amount of the then-remaining Holdback Amount less the amount of the Second Release Unresolved Claims is less than or equal to 60% of the original Holdback Amount, then no amounts will be released from the Escrow Account on the Second Holdback Release Date; provided further, that if the remaining Holdback Amount after giving effect to the Second Release Amount would be less than an amount equal to $2,000,000.00 plus the amount of the Second Release Unresolved Claims, then the Second Release Amount shall be used reduced such that an amount equal to satisfy any indemnification obligations $2,000,000.00 plus the amount of the Second Release Unresolved Claims remains in the Escrow Account. (5) On the Holdback Expiration Date, Buyer and Seller pursuant shall jointly instruct the Escrow Agent to Section 6.3(arelease the then-current balance of the Holdback Amount, if any, to Seller in accordance with the Escrow Agreement; provided, however, that Buyer and Seller shall jointly instruct the Escrow Agent to retain an amount (up to the then-current balance of the Holdback Amount) and Section 6.3(c) and equal to the Second Tranche amount of Secondary Holdback Claims asserted by Buyer on behalf of itself or any member of the Buyer Group on or prior to the end of the Holdback Expiration Date that remains unresolved (an “Unresolved Secondary Claim”). That portion of the Holdback Amount retained for each Unresolved Secondary Claim shall be used for payment of Public Notice 7 Tax with respect to sale of the Sale Securities released by the Seller pursuant Escrow Agent upon the final resolution of such Unresolved Secondary Claim in accordance with this Article XIV and paid to Section 5.2(d); (bor the applicable portion thereof) to the extent applicable, (i) any amount payable to any Purchaser Indemnified Party pursuant to Section 6.3(a) and Section 6.3(c) shall be paid first from the First Tranche Holdback Amount in accordance with Section 1.3(c)applicable member of the Buyer Group, if applicable, and (ii) any amount to be paid by the Seller with joint escrow instructions pursuant to Section 5.2(dthe Escrow Agreement. For purposes of clarity, the Parties agree that neither the De Minimis Threshold nor the General Deductible shall apply to Secondary Holdback Claims. (6) The Parties shall issue such joint written notices, and otherwise take such actions, as may be paid first reasonably necessary from time to time to cause the Second Tranche Holdback Amount Escrow Agent to distribute amounts in the Escrow Account in accordance with this Section 5.2(d14.5(d);. (c7) within three (3) Business Days after the First Holdback Expiration Date, the Purchaser Buyer and Seller shall pay to the Seller into an account designated each bear 50% of all fees and costs charged by the Seller an amount equal to Escrow Agent associated with the result of (x) the First Tranche Holdback Amount, minus (y) the amount, if any, owed by the Seller to any Purchaser Indemnified Party pursuant to Section 6.3(a) and Section 6.3(c) and not otherwise paid to such Purchaser Indemnified Party in cash prior to the First Holdback Expiration Date; and (d) within two (2) Business Days after the applicable Second Holdback Expiration Date, the Purchaser shall pay to the Seller into an account designated by the Seller an amount out of the Second Tranche Holdback Amount determined in accordance with Section 5.2(d).