Common use of Holdback Amount Clause in Contracts

Holdback Amount. For any Loss for which the Sellers are obligated to indemnify the Buyer Indemnitees, the Buyer Indemnitees shall seek reimbursement for such Loss from the Holdback Amount first, and once the Holdback Amount is exhausted, then the Buyer Indemnitees may proceed to collect the unreimbursed amount of such Loss: (a) in the case of any indemnification claim pursuant to Section 10.1(a) or (b), from any offset against any 2022 True-Up Payment, 2023 Accelerated True-Up Payment, and/or 2023 True-Up Payment, or (b) in the case of any indemnification claim pursuant to Section 10.1(a) or (b), the Seller jointly and severally, subject to the limitations set forth in this Agreement, which may be satisfied by payment (to be made within fifteen (15) days after the final determination of such Losses) of such amount of such Losses owed by the Sellers in immediately available funds to an account designated in writing by Buyer Indemnitees. The foregoing restrictions shall be in addition to, and not in limitation of, any further limitation of liability that might otherwise apply (whether by reason of a Buyer Indemnitee’s waiver, relinquishment or release of any applicable rights or otherwise). Buyer may not hold any portion of the Holdback Amount more than twelve (12) months after the Closing Date, unless mutually agreed upon by the parties, and on the first annual anniversary of this Agreement Buyer shall pay the remaining Holdback Amount, less any pending claims to the Sellers. Once any pending claims are resolved in accordance with this Agreement, the then remaining Holdback Amount shall be paid to Sellers.

Holdback Amount. For any Loss for which the (a) The Sellers are obligated to indemnify hereby authorize and instruct the Buyer Indemniteesto deduct from the Estimated Closing Payment otherwise payable to the Equityholders at the Closing an aggregate amount of $750,000 (the “Holdback Amount”) in order to support the Sellers’ indemnification obligations under Article VI and the Equityholders’ payment obligations under Section 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 Buyer Indemnitees shall seek reimbursement for such Loss an updated Payment Spreadsheet including each Equityholder’s Pro Rata Portion of the Holdback Amount, less the Adjustment Amount as paid or reduced from the Holdback Amount firstin accordance with Section 1.5, 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 once in accordance with Article VI, less any Company Transaction Expenses arising in connection with the release of the Holdback Amount is exhausted(such amount, then the “Holdback Release Amount”). Within five (5) Business Days of receiving such updated Payment Spreadsheet, the Buyer Indemnitees may proceed to collect the unreimbursed amount of such Loss: shall (ai) in the case of any indemnification claim pursuant to Section 10.1(a) pay or (b), from any offset against any 2022 True-Up Payment, 2023 Accelerated True-Up Payment, and/or 2023 True-Up Payment, or (b) in the case of any indemnification claim pursuant to Section 10.1(a) or (b), the Seller jointly and severally, subject deliver to the limitations set forth in this Agreement, which may be satisfied by Company for payment of (to be made within fifteen (15as applicable) days after the final determination of such Losses) of such amount of such Losses owed by the Sellers in immediately available funds to an account designated in writing by Buyer Indemnitees. The foregoing restrictions shall be in addition to, and not in limitation of, any further limitation of liability that might otherwise apply (whether by reason of a Buyer Indemnitee’s waiver, relinquishment or release of any applicable rights or otherwise). Buyer may not hold any portion of the Holdback Amount more than twelve Release Amount, if any, designated for the holders of Cancelled Options to such holders through payroll as soon as reasonably practical and (12ii) months after the Closing Date, unless mutually agreed upon by the parties, and on the first annual anniversary of this Agreement Buyer shall pay deliver the remaining Holdback Release Amount, less any pending claims if any, to the Sellers. Once any pending claims are resolved Paying Agent for payment to the remaining Equityholders, in each case, in accordance with this Agreement, the then remaining 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 paid to Sellersretained by the Buyer.

Holdback Amount. For any Loss for which On the Sellers are obligated to indemnify the Buyer IndemniteesClosing Date, the Buyer Indemnitees Purchaser shall seek reimbursement for such Loss from withhold or be paid by Seller in accordance with Section 3.3: (a) the Purchase Price Holdback Amount firstfor disbursement in accordance with the terms of this Agreement and which will be held for purposes of adjustment between the Estimated Purchase Price and the Final Purchase Price, and once (b) the Indemnification Holdback Amount which will be held for purposes of making indemnification payments pursuant to Article X. Purchaser and Seller agree that the Holdback Amount is exhausted, then part of the Buyer Indemnitees may proceed consideration paid to collect Seller and the unreimbursed amount of such Loss: (a) in obligation to pay the case of any indemnification claim pursuant Holdback Amount to Section 10.1(a) or (b), from any offset against any 2022 True-Up Payment, 2023 Accelerated True-Up Payment, and/or 2023 True-Up Payment, or (b) in the case of any indemnification claim pursuant to Section 10.1(a) or (b), the Seller jointly is absolute and severallyunconditional, subject only to the limitations set forth in terms and conditions of this Agreement, which may . The remaining Indemnification Holdback Amount shall be satisfied released to Seller within five Business Days following the third anniversary of the Closing by payment (to be made within fifteen (15) days after the final determination wire transfer of such Losses) of such amount of such Losses owed by the Sellers in immediately available funds to an such account designated or accounts of Seller as Seller specifies in writing by Buyer Indemnitees. The foregoing restrictions to Purchaser in the manner specified herein for the delivery of notices; provided, that if Purchaser has submitted a notice for indemnification on or prior to the third anniversary of the Closing and such indemnification claim is not finally determined until after the third anniversary of the Closing, then the Indemnification Holdback Amount shall be in addition to, remain subject to indemnification claim and not in limitation of, any further limitation of liability that might otherwise apply (whether by reason of a Buyer Indemnitee’s waiver, relinquishment or release of any applicable rights or otherwise). Buyer may not hold any remaining portion of the Holdback Amount more than twelve (12) months after the Closing Date, unless mutually agreed upon by the parties, and on the first annual anniversary of this Agreement Buyer shall pay the remaining Holdback Amount, less any pending claims to the Sellers. Once any pending claims are resolved in accordance with this Agreement, the then remaining Indemnification Holdback Amount shall not be paid released to SellersSeller until after such indemnification claim shall have been finally determined and any indemnification payments to Purchaser have been made.

Holdback Amount. For any Loss for which the Sellers Seller Parties are obligated to indemnify the Buyer Indemnitees, the Buyer Indemnitees shall seek reimbursement for such Loss from the Holdback Amount first, and once the Holdback Amount is exhausted, then the Buyer Indemnitees may proceed to collect the unreimbursed amount of such Loss: (a) in the case of any indemnification claim pursuant to Section 10.1(a) or (b), from any offset against any 2022 True-Up Payment, 2023 Accelerated True-Up Payment, Year 1 Earnout and/or 2023 True-Up PaymentYear 2 Earnout, or (b) in the case of any indemnification claim pursuant to Section 10.1(a) or (b), the Seller Parties jointly and severally, subject to the limitations set forth in this Agreement, which may be satisfied by payment (to be made within fifteen (15) days after the final determination of such Losses) of such amount of such Losses owed by the Sellers Seller Parties in immediately available funds to an account designated in writing by Buyer Indemnitees. The foregoing restrictions shall be in addition to, and not in limitation of, any further limitation of liability that might otherwise apply (whether by reason of a Buyer Indemnitee’s waiver, relinquishment or release of any applicable rights or otherwise). Buyer may not hold any portion of the Holdback Amount more than twelve (12) months after the Closing Date, unless mutually agreed upon by the parties, and on the first annual anniversary of this Agreement Buyer shall pay the remaining Holdback Amount, less any pending claims to the Sellers. Once any pending claims are resolved in accordance with this Agreement, the then remaining Holdback Amount shall be paid to Sellers.

Holdback Amount. For The Purchaser shall withhold One Million Five Hundred Thousand Dollars ($1,500,000.00) of the Purchase Price (the “Holdback Amount”) for a period of 120 days after the Closing (the “Holdback Payment Date”); provided, however, that any Loss for which release of funds is subject to satisfaction of the Sellers are obligated to indemnify the Buyer Indemnitees, the Buyer Indemnitees shall seek reimbursement for such Loss from the terms and conditions set forth in ARTICLE XI. The Holdback Amount firstwill serve as a fund to cover any shortfall in the Target Drawer Cash and/or the Minimum Inventory Amount(s), as insurance for payment of the Current Liabilities, and once the Holdback Amount is exhausted, then the Buyer Indemnitees may proceed as a non-exclusive indemnification fund that will be used to collect the unreimbursed amount of such Loss: (a) in the case of satisfy any indemnification claim of any Purchaser Indemnitee pursuant to Section 10.1(a) 9.2, in either case without limiting any other rights of Purchaser or (b), from any offset against any 2022 True-Up Payment, 2023 Accelerated True-Up Payment, and/or 2023 True-Up Payment, or (b) in Purchaser Indemnitee under this Agreement. On the case of any indemnification claim pursuant to Section 10.1(a) or (b)Holdback Payment Date, the Seller jointly and severally, subject Purchaser shall pay to the limitations set forth in this Agreement, which may be satisfied Company by payment (to be made within fifteen (15) days after the final determination of such Losses) of such amount of such Losses owed by the Sellers in immediately available funds wire transfer to an account designated in writing by Buyer Indemnitees. The foregoing restrictions shall be in addition to, and not in limitation of, any further limitation of liability that might otherwise apply (whether by reason of a Buyer Indemnitee’s waiver, relinquishment or release of any applicable rights or otherwise). Buyer may not hold any portion of the Holdback Amount more than twelve (12) months after the Closing Date, unless mutually agreed upon by the parties, and on Representative the first annual anniversary of this Agreement Buyer shall pay the remaining Holdback Amount, less any pending claims amount Purchaser may have applied from the Holdback Amount as was necessary to pay any Current Liabilities, and less any amounts then due to the SellersPurchaser as of the Holdback Payment Date with respect to indemnification claims of any Purchaser Indemnitee under Section 9.2 or reserved for payment with respect to any such claims submitted by any Purchaser Indemnitee on or prior to the Holdback Payment Date, and less any other amounts then due to the Purchaser or any Purchaser Indemnitee hereunder. Once any pending claims are resolved The Purchaser will provide Representative with access to all communications with third parties related to Current Liabilities as well as the work papers and other underlying records and documents used by the Purchaser in accordance connection with this Agreement, the then remaining Holdback Amount calculation of the Target Drawer Cash and Minimum Inventory Value. The Purchaser shall be paid to Sellerscooperate fully and promptly in such access and Representative review.

Holdback Amount. For any Loss for which No later than the Sellers are obligated to indemnify third Business Day after the Buyer Indemnitees, the Buyer Indemnitees shall seek reimbursement for such Loss from the Holdback Amount first, and once the Holdback Amount date that is exhausted, then the Buyer Indemnitees may proceed to collect the unreimbursed amount of such Loss: (a) in the case of any indemnification claim pursuant to Section 10.1(a) or (b), from any offset against any 2022 True-Up Payment, 2023 Accelerated True-Up Payment, and/or 2023 True-Up Payment, or (b) in the case of any indemnification claim pursuant to Section 10.1(a) or (b), the Seller jointly and severally, subject to the limitations set forth in this Agreement, which may be satisfied by payment (to be made within fifteen (15) days after the final determination of such Losses) of such amount of such Losses owed by the Sellers in immediately available funds to an account designated in writing by Buyer Indemnitees. The foregoing restrictions shall be in addition to, and not in limitation of, any further limitation of liability that might otherwise apply (whether by reason of a Buyer Indemnitee’s waiver, relinquishment or release of any applicable rights or otherwise). Buyer may not hold any portion of the Holdback Amount more than twelve (12) six months after the Closing Date, unless mutually agreed upon the Purchaser shall pay to the Seller by bank or wire transfer of immediately available funds to the account designated in writing by the partiesSeller at least one Business Day prior to such date, and on the first annual anniversary of this Agreement Buyer shall pay the remaining Holdback Amount, less any pending claims an amount in cash equal to the Sellers. Once any pending claims are resolved in accordance with this Agreement, the then remaining Holdback Amount less $1,000,000 less the aggregate amount of all unresolved claims for indemnification brought by the Purchaser Indemnified Parties in accordance with this ARTICLE IX, (b) 12 months after the Closing Date, the Purchaser shall pay to the Seller by bank or wire transfer of immediately available funds to the account designated in writing by the Seller at least one Business Day prior to such date, an amount in cash equal to the then remaining Holdback Amount less $500,000 less the aggregate amount of all unresolved claims for indemnification brought by the Purchaser Indemnified Parties in accordance with this ARTICLE IX, and (c) 18 months after the Closing Date, the Purchaser shall pay to the Seller by bank or wire transfer of immediately available funds to the account designated in writing by the Seller at least one Business Day prior to such date, an amount in cash equal to the then remaining Holdback Amount less the aggregate amount of all unresolved claims for indemnification brought by the Purchaser Indemnified Parties in accordance with this ARTICLE IX. No later than the third Business Day following the final resolution of any unresolved claim for which funds were so withheld by the Purchaser, any such funds not paid to Purchaser as a result of the resolution of such claims shall be paid by the Purchaser to Sellersthe Seller by bank or wire transfer of immediately available funds to the account designated in writing by the Seller at least one Business Day prior to such date.

Holdback Amount. For (a) The Purchaser shall use the Holdback Amount as security in respect of any Loss for which finally determined claim of a Purchaser Indemnified Party against the Sellers are obligated Vendors pursuant to indemnify the Buyer Indemniteesthis Section 2.6. (b) As soon as practicable after December 31, 2015, the Buyer Indemnitees Purchaser shall seek reimbursement instruct the Actuary to promptly prepare and deliver the Final Actuarial Report to the Purchaser and the Representative for the purposes of determining any changes between Estimated Closing Insurance Contract Liabilities and Final Insurance Contract Liabilities. Subject to the Purchaser’s right of set-off pursuant to Section 10.8, as promptly as practicable (but in no event later than five (5) Business Days) after the date of the Final Actuarial Report: (i) If the sum of Final Insurance Contract Liabilities plus Measurement Period Losses (the "Aggregate Liabilities Amount") is less than Target Insurance Contract Liabilities, the Purchaser shall pay the Holdback Amount to the Vendors, pro rata in accordance with their respective Percentage Interest in accordance with the instructions set forth in the Funds Flow Agreement, and the Cash Consideration shall be deemed to be increased by the amount of such Loss payment. (ii) If the Aggregate Liabilities Amount is greater than Target Insurance Contract Liabilities, the Purchaser shall retain from the Holdback Amount firstthe full amount by which the Aggregate Liabilities Amount exceeds Estimated Closing Insurance Contract Liabilities (the "Deficiency"), and once the Holdback Amount is exhausted, then the Buyer Indemnitees may proceed to collect the unreimbursed amount of such Loss: (a) in the case of any indemnification claim pursuant to Section 10.1(a) or (b), from any offset against any 2022 True-Up Payment, 2023 Accelerated True-Up Payment, and/or 2023 True-Up Payment, or (b) in the case of any indemnification claim pursuant to Section 10.1(a) or (b), the Seller jointly and severally, subject to the limitations set forth in this Agreement, which may be satisfied by payment (to be made within fifteen (15) days after the final determination of such Losses) of such amount of such Losses owed by the Sellers in immediately available funds to an account designated in writing by Buyer Indemnitees. The foregoing restrictions shall be in addition to, and not in limitation of, any further limitation of liability that might otherwise apply (whether by reason of a Buyer Indemnitee’s waiver, relinquishment or release of any applicable rights or otherwise). Buyer may not hold any portion of the Holdback Amount more than twelve (12) months after which remains following satisfaction of the Closing Date, unless mutually agreed upon Deficiency shall be paid by the parties, and on the first annual anniversary of this Agreement Buyer shall pay the remaining Holdback Amount, less any pending claims Purchaser to the Sellers. Once any pending claims are resolved Vendors, pro rata in accordance with this their respective Percentage Interest in accordance with the instructions set forth in the Funds Flow Agreement, and the then remaining Cash Consideration shall be deemed to be increased by the amount of such payment. For greater certainty, if the Holdback Amount is less than the Deficiency, the Vendors shall be paid to Sellershave no liability for any shortfall amount.