Common use of Holdback Amount Clause in Contracts

Holdback Amount. As security for any amounts payable by the Seller to the Purchaser pursuant to the terms of this Agreement, and 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 *** (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 to pay, or to provide for the payment of, (i) any amount required to be paid by the Seller to the Purchaser under the terms of this Agreement or (ii) any 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. The Purchaser’s right of set-off shall be applicable to amounts that are determined in good faith by the Purchaser to be payable by the Seller pursuant to the terms of this Agreement or as 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. Subject to the provisions of this Agreement, the Purchaser shall pay the unapplied Holdback Amount (without any interest) to the Seller on the 18 (eighteen) month anniversary of the Closing Date. If any Claim Notice has been delivered by the Purchaser to the 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 installment of the unapplied Holdback Amount shall be suspended with respect to Purchaser’s good faith estimate of the amount owed by the Seller under the Claim Notice until a final determination as to the Purchaser’s entitlement to receive the Losses covered by the applicable Claim Notice has been reached. These payments shall be reduced, in the order of their maturities, by any amounts payable by the Seller pursuant to the terms of this Agreement or as damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreement. 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 be considered as liquidated damages for any breach under this Agreement or the Amended API Supply Agreement.

Holdback Amount. As security for any amounts payable by (i) At the Seller to the Purchaser pursuant to the terms of this AgreementClosing, and as security for any failure Buyer shall hold back stock certificates representing all of the Seller to perform its obligations under the Amended API Supply AgreementBuyer Shares (such shares, 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 *** (the “Holdback Shares”) to secure the following and Buyer may satisfy any amounts described below (such amount, the “Set-Off Amount”) by setting off such amount from the Holdback Shares: (1) the Parent’s indemnification obligations contained in Article VII hereof (“Indemnification Obligations”). In addition ; and (2) the collection by the Buyer of the amount (if any) payable to its other rights and remedies under the Buyer pursuant to Section 1.3(d). (ii) The number of Holdback Shares to be set-off pursuant to this Agreement and Section 1.2(b) shall be determined by dividing the applicable Law, Set-Off Amount by 90% of the Purchaser shall have a full right average Closing Price per share of the Common Stock for the ten (10) consecutive trading days immediately preceding the date of set-off and pursuant to this Section 1.2(b), which amount shall be rounded up to the nearest whole number of shares (the “Set-Off Shares”). Notwithstanding the foregoing, Parent shall have the option of paying any Set-Off Amount payable to Buyer by delivering cash to Buyer on or before the fifth business day following Buyer’s notification to Parent of its intent to set-off pursuant to this section, provided that if Parent fails to pay to Buyer such amount on or before the fifth business day following such notice, then Buyer may apply all collect the Set-Off Amount due to Buyer by setting off such amount from the Holdback Shares. Parent shall deliver to the Buyer two separate stock powers duly endorsed in blank with respect to the Holdback Shares (the “Stock Powers”). The Parent agrees to deliver to the Buyer such additional Stock Powers as may be reasonably required by Buyer in the event of a partial disbursement of the Holdback Shares as described in this Section 1.2(b). Dividends or any other distributions on the Holdback Shares shall be deemed a part of the Holdback Amount Shares and shall be collected, held, and distributed by the Buyer as set forth herein. For so long as any Holdback Shares (other than Disputed Shares, as defined below) are held by the Buyer, the Parent shall be entitled to payvote the Holdback Shares. Disputed Shares shall be voted only pursuant to joint instructions from Buyer and Parent, or and any dividends paid with respect to provide for such Disputed Shares shall be held by the payment ofBuyer until such shares are disbursed, (i) any amount required to at which time such dividends shall be paid by the Seller to the Purchaser under party receiving the terms of this Agreement or Disputed Shares. (iiiii) any 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. The Purchaser’s right of set-off shall be applicable to amounts that are determined in good faith by the Purchaser to be payable by the Seller pursuant Subject to the terms and conditions of this Agreement or as damages arising from any failure of the Seller Section 1.2(b), Buyer will distribute to perform its obligations under the Amended API Supply Agreement, subject to the limitations set forth therein. Subject to the provisions of this Agreement, the Purchaser shall pay the unapplied Holdback Amount (without any interest) to the Seller Parent on the 18 (eighteen) six-month anniversary of the Closing Date (the “ Initial Holdback Release Date”) one-half of the Holdback Shares less that number of Holdback Shares that became Set-Off Shares during such six-month period. Buyer agrees to distribute to Parent on the 12-month anniversary of the Initial Holdback Release Date, the remaining Holdback Shares less that number of Holdback Shares that became Set-Off Shares during such 12-month period (the “Final Holdback Release Date”). If any Claim Notice has been delivered an Indemnification Obligation is not definitely ascertained by the Purchaser Initial Holdback Release Date or the Final Holdback Release Date, as the case may be, Buyer may in good faith estimate that amount and set-off against the Holdback Shares in respect of such estimate (the “Disputed Shares”), subject to an accounting to Parent when the Seller amount is definitely ascertained. This Section 1.2(b) shall be without prejudice and in addition to any right of set-off, lien or other right to which Buyer is at any time otherwise entitled (whether by operation of law, agreement or otherwise). Upon disbursement of any portion of the Parties have not reached an agreement Holdback Shares (i) to Buyer, the Buyer shall receive any dividends or other distributions with respect to the Purchaser’s entitlement portion so disbursed, and (ii) to the Parent, the Parent shall receive the Losses at issue in such Claim Notice, then the Purchaser’s obligation to pay any installment of the unapplied Holdback Amount shall be suspended dividends or other distributions with respect to Purchaser’s good faith estimate of the amount owed by the Seller under the Claim Notice until a final determination as to the Purchaser’s entitlement to receive the Losses covered by the applicable Claim Notice has been reached. These payments shall be reduced, in the order of their maturities, by any amounts payable by the Seller pursuant to the terms of this Agreement or as damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreement. 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 be considered as liquidated damages for any breach under this Agreement or the Amended API Supply Agreementportion so disbursed.

Holdback Amount. 7.4.1 As security for any amounts payable by the Seller to the Purchaser pursuant to the terms of this AgreementAgreement (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 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-on time delivery, the Purchaser shall retain out of the Cash Consideration payable pursuant to Clause 3.1 an amount equal to INR*** (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 to pay, or to provide for the payment of, (i) any amount required to be paid by the Seller to the Purchaser under the terms of this Agreement or 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 the 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 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 Agreement, (ii) retained by the Purchaser from the Holdback Amount pursuant to the terms of this Agreement, or as (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. . 7.4.2 Subject to the provisions of this Agreement, the Purchaser shall pay the unapplied Holdback Amount (without any interest) to the Seller on the 18 (eighteen) month *** anniversary of the Closing Date (the "Holdback Release Date"). If any Claim Notice has been delivered by the Purchaser to the 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 installment instalment of the unapplied Holdback Amount shall be suspended with respect to Purchaser’s good faith estimate of the amount owed by the Seller under the Claim Notice until a final determination as to the Purchaser’s entitlement to receive the Losses covered by the applicable Claim Notice has been reached. These payments shall be reduced, in the order of their maturities, by any amounts payable by the Seller pursuant to the terms of this Agreement or as damages arising from any failure of the 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 be considered as liquidated damages for any breach under this Agreement or the Amended API Supply Agreement.

Holdback Amount. As security (a) If at any time on or prior to the Second Holdback Deadline Purchaser delivers to Seller a Claim Notice or Mechanical Integrity Notice, as applicable, that Purchaser is entitled under Section 13.2 or Section 8.22, as applicable, to indemnity, payment, and reimbursement from the Holdback Amount for any amounts payable by alleged Damages, within 30 days after the receipt of any such Claim Notice or Mechanical Integrity Notice, as applicable, Seller shall either (i) (A) provide the Transfer Agent with the applicable Transfer Agent Documentation, in which case Purchaser shall also provide the Transfer Agent with any applicable Transfer Agent Documentation, and (A) Seller and Purchaser shall deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to (1) transfer to Purchaser pursuant from the Holdback Amount a number of shares of Parent Common Equity (calculated at the Current Price) equal to all or a stipulated amount of such alleged Damages set forth in such Claim Notice or Mechanical Integrity Notice, as applicable, and (1) remove the terms Restrictive Legends on such shares or (i) deliver to Purchaser (A) a notice that Seller disputes that the members of the Purchaser Group are entitled to indemnity, payment, and reimbursement of all or any portion (which shall be stipulated in Seller’s notice) of the amount of the alleged Damages in Purchaser’s Claim Notice or Mechanical Integrity Notice, as applicable, or (i) any combination of clause (i) or (ii). (b) If Seller (i) fails to timely deliver a notice to Purchaser in response to a Purchaser’s Claim Notice or Mechanical Integrity Notice, as applicable, in accordance with this Agreement or (i) timely delivers a notice that Seller disputes only a portion of the Damages alleged in Purchaser’s Claim Notice or Mechanical Integrity Notice, as applicable, in accordance with this Agreement, then (A) in the case of subpart (i) of this Section 13.6(b), Seller and 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 (1) provide the Cash Consideration payable pursuant Transfer Agent with the applicable Transfer Agent Documentation and (1) deliver to Clause 3.1 an amount equal the Transfer Agent joint written instructions instructing the Transfer Agent to *** (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 I) transfer from the Holdback Amount to payPurchaser a number of shares of Parent Common Equity (calculated at the Current Price) equal to entire amount of the alleged Damages specified in the applicable Claim Notice or Mechanical Integrity Notice, or as applicable, and (II) remove the Restrictive Legends on such shares and (A) in the case of subpart (ii) of this Section 13.6(b), Seller and Purchaser shall (1) provide the Transfer Agent with the applicable Transfer Agent Documentation and (1) deliver to provide for the payment of, Transfer Agent joint written instructions instructing the Transfer Agent to (I) transfer to Purchaser from the Holdback Amount a number of shares of Parent Common Equity (calculated at the Current Price) equal to the alleged Damages specified in Seller’s notice that are not in dispute and (II) remove the Restrictive Legends on such shares. (i) any amount required to be paid by Promptly after the First Holdback Deadline (but in no event more than three Business Days thereafter), Seller and Purchaser shall (A) provide the Transfer Agent with the applicable Transfer Agent Document and (A) deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to remove the Contract Legend from the number of Parent Common Equity equal to 50% of (x) the initial Holdback Amount, minus (y) all shares of Parent Common Equity previously disbursed from the Holdback Amount, minus (z) a number of shares of Parent Common Equity (calculated at the Current Price at the First Holdback Deadline) equal to all undisbursed or unpaid alleged Damages alleged by Purchaser under in one or more Purchaser’s Claim Notices, Defect Notices or Mechanical Integrity Notices, as the terms of this Agreement or case may be. (ii) any damages arising from any failure If following the First Holdback Deadline, but prior to the Second Holdback Deadline, the Parties reach final agreement or other final non-appealable resolution as to the Damages alleged by Purchaser in one or more Purchaser’s Claim Notices, Defect Notices (in accordance with Section 3.2), or, in accordance with Section 8.22, Mechanical Integrity Notices, as the case may be, that remained unresolved as of the First Holdback Deadline, Seller to perform its obligations under and Purchaser shall (A) provide the Amended API Supply Agreement, subject Transfer Agent with the applicable Transfer Agent Documentation and (A) deliver to the limitations set forth therein. The Transfer Agent joint written instructions instructing the Transfer Agent, as applicable, to (1) transfer to Purchaser from the Holdback Amount a number of shares of Parent Common Equity (calculated at the Current Price as of the First Holdback Deadline) equal to any amounts to which Purchaser is entitled upon resolution of such dispute and remove the Restrictive Legends on such shares and (1) remove the Contract Legend on the remaining shares of Parent Common Equity that were held back in respect of the applicable claim pursuant to ‎Section 13.6(c)(i). (i) Promptly after the Second Holdback Deadline (but in no event more than three Business Days thereafter), Seller and Purchaser shall (A) provide the Transfer Agent with the applicable Transfer Agent Documentation and (A) deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to remove the Contract Legend on the amount, if any, of the Parent Common Equity equal to the remainder of (x) the Holdback Amount minus (y) a number of shares of Parent Common Equity (calculated at the Current Price as of the Second Holdback Deadline) equal to all undisbursed or unpaid alleged Damages alleged by Purchaser in one or more Purchaser’s right Claim Notices, Defect Notices or Mechanical Integrity Notices, as the case may be. (ii) If following the Second Holdback Deadline the Parties reach final agreement or other final non-appealable resolution as to the Damages alleged by Purchaser in one or more Purchaser’s Claim Notices or, in accordance with Section 8.22, Defect Notices (in accordance with Section 3.2), Mechanical Integrity Notices, as the case may be, that remained unresolved as of set-off the Second Holdback Deadline, Seller and Purchaser shall be (A) provide the Transfer Agent with the applicable Transfer Agent Documentation and (A) deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to (1) transfer to Purchaser a number of shares of parent Common Equity (calculated at the Current Price as of the Second Holdback Deadline) equal to any amounts to which Purchaser is entitled upon resolution of such dispute and remove the Restrictive Legends on such shares and (1) remove the Contract Legend on the remaining shares of Parent Common Equity that are determined were held back in good faith by respect of the Purchaser to be payable by the Seller applicable claim pursuant to the terms of this Agreement or as damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreement, subject ‎Section 13.6(d)(i). (e) Notwithstanding anything to the limitations set forth therein. Subject contrary herein (other than clause (c) and (d) above), in the event that either Purchaser or Seller is entitled to any disbursements from the provisions of Holdback Amount pursuant to this Agreement, such disbursement shall be satisfied by surrendering from the Holdback Amount to Purchaser or Seller, as applicable, an aggregate number of shares of Parent Common Equity (rounded up to the nearest number of whole shares) calculated by dividing (1) the amount of such disbursement obligation by (1) the Current Price. (f) Notwithstanding anything to the contrary herein, in connection with any release of Parent Common Equity to Purchaser from the Holdback Amount under 2.5(c), 3.2(g) and 13.6, Purchaser shall pay the unapplied Holdback Amount (without any interest) be entitled to recover an additional amount of shares of Parent Common Equity equal to the Seller on Dividend Adjustment. (g) In the 18 event that the Transfer Agent fails to remove the Contract Legend within 10 Business Days of (eighteenx) month anniversary delivery of the Closing Date. If any Claim Notice has been delivered Transfer Agent Documentation by the Purchaser to the Seller and the Parties have not reached an agreement Purchaser, as applicable, and (y) joint written instructions from Purchaser and Seller with respect to the shares of Parent Common Equity to which Seller is entitled under this Section 13.6 (the “Eligible Shares”), Purchaser shall (at Purchaser’s entitlement sole election) either (i) pay to receive Seller an amount in cash equal to the Losses at 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 (i) issue in to Seller additional shares equal to the number of Eligible Shares without any Contract Legend. After Purchaser shall have satisfied its obligations under this Section 13.6(g), (A) Seller and Purchaser shall provide the Transfer Agent with the applicable Transfer Agent Documentation and (B) deliver the Transfer Agent joint written instructions to transfer to Purchaser the applicable Eligible Shares and remove the Restrictive Legends on such Claim Notice, then shares. (h) The Current Price and the Purchaser’s obligation to pay any installment number of shares recoverable by the unapplied Holdback Amount Purchaser and Seller hereunder shall be suspended adjusted equitably in the event of any stock dividend, stock split, subdivision or reclassification with respect to Purchaser’s good faith estimate of the amount owed by the Seller under the Claim Notice until a final determination as to the Purchaser’s entitlement to receive the Losses covered by the applicable Claim Notice has been reached. These payments shall be reduced, in the order of their maturities, by any amounts payable by the Seller pursuant to the terms of this Agreement or as damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreement. 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 be considered as liquidated damages for any breach under this Agreement or the Amended API Supply AgreementParent Common Equity.

Holdback Amount. As 6.4.1 The Holdback Amount shall act as partial security for the benefit of Buyer (on behalf of itself, and its members, managers, officers, employees, agents, successors in interest and assigns and Affiliates) with respect to any amounts payable by the Seller Damages to the Purchaser which Buyer (or its members, managers, officers, employees, agents, successors in interest and assigns and Affiliates) may be entitled pursuant to the terms indemnification obligations of this Agreement, and 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 *** (the “Holdback Amount”). In addition to its other rights and remedies under this Agreement and applicable Law, the Purchaser Section 6. Buyer shall have a full right of set-be entitled to set off and may apply all or any part of against the Holdback Amount to pay, or to provide for the payment of, (i) any amount required of Damages to which Buyer (or its members, managers, officers, employees, agents, successors in interest and assigns and Affiliates) may be paid by the Seller entitled pursuant to the Purchaser indemnification obligations of Seller under the terms of this Agreement or (ii) any damages arising from any failure of the Seller to perform its obligations under the Amended API Supply AgreementSection 6, subject to the limitations set forth therein. The Purchaserin Section 6.2. 6.4.2 [***] following the Closing Date, Buyer shall, by wire transfer of immediately available funds to the bank account designated in writing by Seller, distribute to Seller an amount in cash equal to the Holdback Amount (if and to the extent that any amount of the Holdback Amount remains after giving effect to Buyer’s right of set-off shall be applicable off), minus the sum of (a) the amount of all disputed or pending Buyer indemnification claims, and (b) if Seller has failed to amounts that are pay to Buyer any amount owed in accordance with Section 6.2 and such amount remains due and owing, all or any part of such owed amount which Buyer has determined in good faith by to offset against the Purchaser Holdback Amount. With respect to be payable by the Seller pursuant to the terms of this Agreement or as damages arising from any failure amount of the Holdback Amount withheld by Buyer from distribution to Seller to perform its obligations under the Amended API Supply Agreementon account of any disputed or pending Buyer indemnification claims, subject to the limitations set forth therein. Subject to the provisions of this Agreement, the Purchaser Buyer shall pay the unapplied Holdback Amount (without any interest) to the Seller on the 18 (eighteen) month anniversary of the Closing Date. If any Claim Notice has been delivered by the Purchaser to the 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 installment of the unapplied Holdback Amount shall be suspended with respect to Purchaser’s good faith estimate of the amount owed by the Seller under the Claim Notice until a final determination as to the Purchaser’s entitlement to receive the Losses covered by the applicable Claim Notice has been reached. These payments shall be reduced, in the order of their maturities, by any amounts payable by the Seller pursuant to the terms of this Agreement or as damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreement. 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 withheld Holdback Amount be considered as liquidated damages for any breach under this Agreement attributable to such disputed or pending claim upon the Amended API Supply Agreementfinal determination of such claim in favor of Seller.

Holdback Amount. As security (a) If at any time prior to the Holdback Deadline, Buyer delivers to Seller a Notice of Claim that Buyer is entitled to indemnity pursuant to Section 10.1(a) from the Holdback Amount for any amounts payable by alleged Losses, within thirty (30) days after receipt of any such Notice of Claim, Seller shall either (i) (A) provide the Transfer Agent with the applicable Transfer Agent Documentation, in which case Buyer shall also provide the Transfer Agent with any applicable Transfer Agent Documentation, and (B) Seller and Buyer shall deliver to the Purchaser pursuant Transfer Agent joint written instructions instructing the Transfer Agent to (1) transfer to Buyer Parent from the terms Holdback Amount a number of this Agreement, shares of Buyer Parent Common Stock (calculated at the Current Price) equal to all or a stipulated amount of such alleged Losses set forth in such Notice of Claim and as security for any failure (2) remove the Contract Legend on such shares or (ii) deliver to Buyer (A) a notice that Seller disputes that the members of the Seller Buyer Indemnified Group are entitled 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 indemnity of the Cash Consideration payable pursuant to Clause 3.1 an amount equal to *** (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 portion of the Holdback Amount to pay, amount of the alleged Losses in Buyer’s Notice of Claim or to provide for the payment of, (iii) any combination of clause (i) any amount required or (ii). (b) If Seller (i) fails to be paid by the Seller timely deliver a notice to the Purchaser under the terms Buyer in response to a Buyer’s Notice of Claim in accordance with this Agreement or (ii) any damages arising from any failure timely delivers a notice that Seller disputes only a portion of the Seller to perform its obligations under the Amended API Supply Agreement, subject to the limitations set forth therein. The PurchaserLosses alleged in Buyer’s right Notice of set-off shall be applicable to amounts that are determined Claim in good faith by the Purchaser to be payable by the Seller pursuant to the terms of this Agreement or as 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. Subject to the provisions of accordance with this Agreement, then (A) in the Purchaser case of subpart (i) of this Section 10.11(b), Seller and Buyer shall pay (1) provide the unapplied Transfer Agent with the applicable Transfer Agent Documentation and (2) deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to (I) transfer from the Holdback Amount to Buyer a number of shares of Buyer Parent Common Stock (without any interestcalculated at the Current Price) equal to entire amount of the alleged Losses specified in the applicable Notice of Claim and (II) remove the Contract Legend on such shares and (B) in the case of subpart (ii) of this Section 10.11(b), Seller and Buyer shall (1) provide the Transfer Agent with the applicable Transfer Agent Documentation and (2) deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to (I) transfer to Buyer Parent from the Holdback Amount a number of shares of Buyer Parent Common Stock (calculated at the Current Price) equal to the alleged Losses specified in Seller’s notice that are not in dispute and (II) remove the Contract Legend on such shares. (i) Promptly after the Holdback Deadline (but in no event more than three Business Days thereafter), 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 remove the Contract Legend on the 18 (eighteen) month anniversary amount, if any, of the Closing Date. If any Claim Notice has been delivered by the Purchaser Buyer Parent Common Stock equal to the remainder of (x) the Holdback Amount minus (y) a number of shares of Buyer Parent Common Stock (calculated at the Current Price as of the Holdback Deadline) equal to 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 Parties have not reached an agreement 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 Buyer is entitled upon resolution of such dispute and remove the Contract Legend on such shares and (y) 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 Section 10.11(c)(i). (d) In the event that the Transfer Agent fails to remove the Contract Legend within five (5) Business Days of (x) delivery of the Transfer Agent Documentation by Seller and Buyer, as applicable, and (y) joint written instructions from Buyer and Seller with respect to the Purchaser’s entitlement shares of Buyer Parent Common Stock to receive which Seller is entitled under this Section 10.11 (the Losses at “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 in 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 Transfer Agent Documentation and (B) deliver the Transfer Agent joint written instructions to transfer to Buyer the applicable Eligible Shares and remove the Contract Legends on such Claim Notice, then shares. (e) The Current Price and the Purchaser’s obligation to pay any installment number of shares recoverable by the unapplied Holdback Amount Buyer and Seller hereunder shall be suspended adjusted equitably in the event of any stock dividend, stock split, subdivision or reclassification with respect to Purchaser’s good faith estimate of the amount owed by the Seller under the Claim Notice until a final determination as to the Purchaser’s entitlement to receive the Losses covered by the applicable Claim Notice has been reached. These payments shall be reduced, in the order of their maturities, by any amounts payable by the Seller pursuant to the terms of this Agreement or as damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreement. 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 be considered as liquidated damages for any breach under this Agreement or the Amended API Supply AgreementBuyer Parent Common Stock.