Common use of Holdback Amount Clause in Contracts

Holdback Amount. (a) Subject to the terms of this Agreement, Purchaser shall pay to Seller the Holdback Amount for each Participation Certificate that Purchaser elects to purchase hereunder. The Holdback Amount with respect to a Participation Certificate shall be paid by Purchaser to Seller as provided in Section 4(b) below. (b) Subject to Section 5(b) and the Purchaser’s right of set-off set forth in Section 14, the Holdback Amount relating to each Participation Certificate shall be paid by Purchaser to Seller not later than the Settlement Date of the related Security; provided, that on the date of any such payment to the Seller, the Holdback Amount shall be (i) reduced by the amount, if positive, equal to (x) the Purchase Price Adjustment Amount minus (y) the Present Value Adjustment Amount with respect to such Participation Certificate or (ii) increased by the amount, if positive, equal to (x) the Present Value Adjustment Amount minus (y) the Purchase Price Adjustment Amount with respect to such Participation Certificate. Notwithstanding any provision hereof to the contrary, no Holdback Amount shall be owed by Purchaser to Seller upon issuance of any Security in the circumstances contemplated in Section 6(g) or if the related Security shall not be issued as a result of a Security Issuance Failure. No exercise by Purchaser of its rights under this Section 4(b) shall relieve Seller of responsibility or liability for any breach of this Agreement. (c) Upon exercise by Purchaser of its remedies under Section 6(g), Purchaser’s obligation to pay and Seller’s right to receive any portion of the Holdback Amount relating to such Mortgage Loans shall automatically be canceled and become null and void; provided, that such cancellation shall in no way relieve Seller or otherwise affect the obligation of Seller to indemnify and hold Purchaser harmless as specified in Section 15. At no time shall Seller have any beneficial interest in the servicing rights with respect to Related Mortgage Loans while the related Participation Certificate is outstanding.

Holdback Amount. 7.4.1 As security for any amounts payable by the Seller to the Purchaser pursuant to the terms of this Agreement (aincluding 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 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) Subject 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 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, (ii) retained by the Purchaser from the Holdback Amount 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. 7.4.2 Subject to the provisions of this Agreement, the Purchaser shall pay to Seller the unapplied Holdback Amount for each Participation Certificate that (without any interest) to the Seller on the *** anniversary of the Closing Date (the "Holdback Release Date"). If any Claim Notice has been delivered by the Purchaser elects to purchase hereunder. The Holdback Amount the Seller and the Parties have not reached an agreement with respect to a Participation Certificate shall be paid by Purchaser to Seller as provided in Section 4(b) below. (b) Subject to Section 5(b) and the Purchaser’s right of set-off set forth entitlement to receive the Losses at issue in Section 14such Claim Notice, then the Holdback Amount relating to each Participation Certificate shall be paid by Purchaser to Seller not later than the Settlement Date of the related Security; provided, that on the date of any such payment to the Seller, the Holdback Amount shall be (i) reduced by the amount, if positive, equal to (x) the Purchase Price Adjustment Amount minus (y) the Present Value Adjustment Amount with respect to such Participation Certificate or (ii) increased by the amount, if positive, equal to (x) the Present Value Adjustment Amount minus (y) the Purchase Price Adjustment Amount with respect to such Participation Certificate. Notwithstanding any provision hereof to the contrary, no Holdback Amount shall be owed by Purchaser to Seller upon issuance of any Security in the circumstances contemplated in Section 6(g) or if the related Security shall not be issued as a result of a Security Issuance Failure. No exercise by Purchaser of its rights under this Section 4(b) shall relieve Seller of responsibility or liability for any breach of this Agreement. (c) Upon exercise by Purchaser of its remedies under Section 6(g), Purchaser’s obligation to pay and Sellerany instalment of the unapplied Holdback Amount shall be suspended with respect to Purchaser’s right 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 portion 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 relating to such Mortgage Loans shall automatically be canceled and become null and void; provided, that such cancellation shall in no way relieve Seller considered as liquidated damages for any breach under this Agreement or otherwise affect the obligation of Seller to indemnify and hold Purchaser harmless as specified in Section 15. At no time shall Seller have any beneficial interest in the servicing rights with respect to Related Mortgage Loans while the related Participation Certificate is outstandingAmended API Supply Agreement.

Holdback Amount. (a1) Subject At Closing, Two Million Six Hundred Thousand Dollars ($2,600,000.00) of the Deposit shall be retained in the Escrow Account (such amount as of the Closing is the “Holdback Amount”) until December 2, 2021, and so long thereafter as may be required to resolve any claims asserted by Buyer prior to such date as provided hereunder. (2) To the extent that it is finally determined under the terms of this AgreementAgreement that Buyer is entitled to any claim for indemnification under Section 14.3(b), Purchaser the Parties shall pay cause the Escrow Agent to Seller distribute, without offset or counterclaim, such amount to Buyer from the Holdback Amount for each Participation Certificate that Purchaser elects Amount, which distribution shall satisfy such claim only up to purchase hereunder. The Holdback Amount with respect the amount so distributed to a Participation Certificate shall be paid by Purchaser to Seller as provided in Section 4(b) belowBuyer. (b3) Subject On December 2, 2021, Buyer and Seller shall jointly instruct the Escrow Agent to Section 5(b) and release the Purchaser’s right then-current balance of set-off set forth in Section 14, the Holdback Amount relating to each Participation Certificate shall be paid by Purchaser Amount, if any, to Seller not later than in accordance with the Settlement Date of the related SecurityEscrow Agreement; provided, however, that on Buyer and Seller shall jointly instruct the date of any such payment Escrow Agent to retain an amount (up to the Seller, then-current balance of the Holdback Amount shall be (iAmount) reduced by the amount, if positive, equal to (xthe amount of indemnity claims under Section 14.3(b) asserted by Buyer or Earthstone on behalf of itself or any member of the Purchase Price Adjustment Amount minus (y) the Present Value Adjustment Amount with respect to such Participation Certificate Buyer Group on or (ii) increased by the amount, if positive, equal to (x) the Present Value Adjustment Amount minus (y) the Purchase Price Adjustment Amount with respect to such Participation Certificate. Notwithstanding any provision hereof prior to the contraryend of the General Survival Period, no Holdback Amount shall be owed by Purchaser to Seller upon issuance of any Security in the circumstances contemplated in Section 6(g) or if the related Security shall not be issued as a result of a Security Issuance Failuresuch claim that remains unresolved (an “Unresolved Claim”). No exercise by Purchaser of its rights under this Section 4(b) shall relieve Seller of responsibility or liability for any breach of this Agreement. (c) Upon exercise by Purchaser of its remedies under Section 6(g), Purchaser’s obligation to pay and Seller’s right to receive any That portion of the Holdback Amount relating retained for each Unresolved Claim shall be released by the Escrow Agent upon the final resolution of such Unresolved Claim in accordance with this Article XIV and paid to such Mortgage Loans shall automatically be canceled (or the applicable portion thereof) (i) the applicable member of the Buyer Group, if applicable, and become null (ii) Seller with joint escrow instructions pursuant to the Escrow Agreement. (4) Notwithstanding anything to the contrary in this Agreement, (i) Buyer’s sole and void; provided, that such cancellation shall in no way relieve Seller or otherwise affect the obligation of Seller to indemnify and hold Purchaser harmless as specified in Section 15. At no time shall Seller have exclusive remedy for any beneficial interest in the servicing rights Losses (except with respect to Related Mortgage Loans while the related Participation Certificate Specified Exceptions and as set forth in the agreement substantially in the form of Exhibit G (Form of Registration Rights Agreement)) for which any member of the Buyer Group it is outstandingentitled to recovery under this Agreement or in any Transaction Document and as set forth in the agreement substantially in the form of Exhibit G (Form of Registration Rights Agreement) is to first seek recovery of such Losses from the Holdback Amount and then from Seller or its Affiliates or Representatives up to an additional amount of Two Million Six Hundred Thousand Dollars ($2,600,000.00) for an aggregate amount of Five Million Two Hundred Thousand Dollars ($5,200,000.00), and (ii) except with respect to the Specified Exceptions, the Buyer Group shall have no right to indemnification under Section 14.3(b) for aggregate Losses in excess of such amounts in clause (i) above. (5) The Parties shall issue such joint written notices, and otherwise take such actions, as may be reasonably necessary from time to time to cause the Escrow Agent to distribute amounts in the Escrow Account in accordance with this Section 14.5(e). (6) Buyer and Seller shall each bear 50% of all fees and costs charged by the Escrow Agent associated with the Holdback Amount.

Holdback Amount. (a1) Subject At Closing, the Deposit shall be retained in the Escrow Account (such amount as of the Closing is the “Holdback Amount”) until December 2, 2021, and so long thereafter as may be required to resolve any claims asserted by Buyer hereunder. (2) To the extent that it is finally determined under the terms of this AgreementAgreement that Buyer is entitled to any claim for indemnification under Section 14.3(b), Purchaser the Parties shall pay cause the Escrow Agent to Seller distribute, without offset or counterclaim, such amount to Buyer from the Holdback Amount for each Participation Certificate that Purchaser elects Amount, which distribution shall satisfy such claim only up to purchase hereunder. The Holdback Amount with respect the amount so distributed to a Participation Certificate shall be paid by Purchaser to Seller as provided in Section 4(b) belowBuyer. (b3) Subject On December 2, 2021, Buyer and Seller shall jointly instruct the Escrow Agent to Section 5(b) and release the Purchaser’s right then-current balance of set-off set forth in Section 14, the Holdback Amount relating to each Participation Certificate shall be paid by Purchaser Amount, if any, to Seller not later than in accordance with the Settlement Date of the related SecurityEscrow Agreement; provided, however, that on Buyer and Seller shall jointly instruct the date of any such payment Escrow Agent to retain an amount (up to the Seller, then-current balance of the Holdback Amount shall be (iAmount) reduced by the amount, if positive, equal to (xthe amount of indemnity claims under Section 14.3(b) asserted by Buyer or Earthstone on behalf of itself or any member of the Purchase Price Adjustment Amount minus (y) the Present Value Adjustment Amount with respect to such Participation Certificate Buyer Group on or (ii) increased by the amount, if positive, equal to (x) the Present Value Adjustment Amount minus (y) the Purchase Price Adjustment Amount with respect to such Participation Certificate. Notwithstanding any provision hereof prior to the contraryend of the General Survival Period, no Holdback Amount shall be owed by Purchaser to Seller upon issuance of any Security in the circumstances contemplated in Section 6(g) or if the related Security shall not be issued as a result of a Security Issuance Failuresuch claim that remains unresolved (an “Unresolved Claim”). No exercise by Purchaser of its rights under this Section 4(b) shall relieve Seller of responsibility or liability for any breach of this Agreement. (c) Upon exercise by Purchaser of its remedies under Section 6(g), Purchaser’s obligation to pay and Seller’s right to receive any That portion of the Holdback Amount relating retained for each Unresolved Claim shall be released by the Escrow Agent upon the final resolution of such Unresolved Claim in accordance with this Article XIV and paid to such Mortgage Loans shall automatically be canceled (or the applicable portion thereof) (i) the applicable member of the Buyer Group, if applicable, and become null (ii) Seller with joint escrow instructions pursuant to the Escrow Agreement. (4) Notwithstanding anything to the contrary in this Agreement, (i) Buyer’s sole and void; provided, that such cancellation shall in no way relieve Seller or otherwise affect the obligation of Seller to indemnify and hold Purchaser harmless as specified in Section 15. At no time shall Seller have exclusive remedy for any beneficial interest in the servicing rights Losses (except with respect to Related Mortgage Loans while the related Participation Certificate Specified Exceptions and as set forth in the agreements substantially in the form of Exhibit G (Form of Registration Rights Agreement) and Exhibit I (Form of Side Letter)) for which any member of the Buyer Group it is outstandingentitled to recovery under this Agreement or in any Transaction Document and as set forth in the agreements substantially in the form of Exhibit G (Form of Registration Rights Agreement) and Exhibit I (Form of Side Letter) is to seek recovery of such Losses from the Holdback Amount and not from Seller, its Affiliates, any of its Representatives, or any other member of the Seller Group, and (ii) except with respect to the Specified Exceptions, the Buyer Group shall have no right to indemnification under Section 14.3(b) for aggregate Losses in excess of the Holdback Amount. (5) The Parties shall issue such joint written notices, and otherwise take such actions, as may be reasonably necessary from time to time to cause the Escrow Agent to distribute amounts in the Escrow Account in accordance with this Section 14.5(e). (6) Buyer and Seller shall each bear 50% of all fees and costs charged by the Escrow Agent associated with the Holdback Amount.

Holdback Amount. 3.6.1 The Purchaser shall retain part of the Base Purchase Price in the amount of EUR 500,000 (afive hundred thousand euro) Subject in cash to secure the terms obligations of the Seller under this Agreement (the “Holdback Amount”). 3.6.2 The Holdback Amount shall be held back by the Purchaser as security for any claims under this Agreement, Purchaser shall pay to Seller the Holdback Amount for each Participation Certificate that Purchaser elects to purchase hereunder. The Holdback Amount with respect to a Participation Certificate shall be paid by the Purchaser to the Seller as provided in Section 4(b) below.follows: (b) Subject a. an amount equal to Section 5(b) and the Purchaser’s right 50% of set-off set forth in Section 14, the Holdback Amount relating to each Participation Certificate shall be paid by Purchaser to Seller not later than the Settlement Date of the related Security; provided, that on the date of any such payment to the Seller, the Holdback Amount shall be (i) reduced released to the Seller by the amount, if positive, equal to Purchaser after expiry of 1 (xone) year of the Purchase Price Adjustment Amount minus (y) Closing Date; and b. the Present Value Adjustment Amount with respect to such Participation Certificate or (ii) increased by remaining amount of the amount, if positive, equal to (x) the Present Value Adjustment Amount minus (y) the Purchase Price Adjustment Amount with respect to such Participation Certificate. Notwithstanding any provision hereof to the contrary, no Holdback Amount shall be owed released to 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 claim submitted by the Purchaser to the Seller upon issuance in accordance with this Agreement prior to the end of the 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 Clause 3.5) and (ii) the amount of any Security claim submitted by the Purchaser and which has been set-off (verrekend) in accordance with Clause 3.6.3. 3.6.3 In the circumstances contemplated in Section 6(g) or if event the related Security shall not be issued as Purchaser has submitted a result of a Security Issuance Failure. No exercise by Purchaser of its rights claim under this Section 4(bAgreement and the Parties have reached agreement on the amount payable by the Seller to the Purchaser 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) shall relieve Seller of responsibility or liability for any breach of this Agreementwith the Holdback Amount. 3.6.4 If the Purchaser (ci) Upon exercise by Purchaser has not paid (part of) the Holdback Amount in accordance with Clause 3.6.2 and (ii) has not commenced legal proceedings within nine (9) months after the date of its remedies under Section 6(g), Purchaser’s obligation to pay and Seller’s right to receive any portion which the relevant amount of the Holdback Amount relating was due pursuant to Clause 3.6.2, the Purchaser the (part of) the Holdback Amount that has not been paid shall be immediately due to the Seller and paid out to the Seller within five (5) Business Days, unless the Parties have entered into good faith negotiations with regard to the respective claim on such Mortgage Loans shall automatically be canceled and become null and void; provided, that such cancellation shall in no way relieve Seller or otherwise affect the obligation of Seller to indemnify and hold Purchaser harmless as specified in Section 15. At no time shall Seller have any beneficial interest in the servicing rights with respect to Related Mortgage Loans while the related Participation Certificate is outstandingdate.

Holdback Amount. 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 Damages to which Buyer (or its members, managers, officers, employees, agents, successors in interest and assigns and Affiliates) may be entitled pursuant to the indemnification obligations of Seller under this Section 6. Buyer shall be entitled to set off against the Holdback Amount any amount of Damages to which Buyer (or its members, managers, officers, employees, agents, successors in interest and assigns and Affiliates) may be entitled pursuant to the indemnification obligations of Seller under this Section 6, subject to the limitations set forth in 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), minus the sum of (a) Subject the amount of all disputed or pending Buyer indemnification claims, and (b) if Seller has failed to 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 to offset against the terms Holdback Amount. With respect to any amount of this Agreementthe Holdback Amount withheld by Buyer from distribution to Seller on account of any disputed or pending Buyer indemnification claims, Purchaser Buyer shall pay to Seller the amount of the withheld Holdback Amount for each Participation Certificate that Purchaser elects to purchase hereunder. The Holdback Amount with respect to a Participation Certificate shall be paid by Purchaser to Seller as provided in Section 4(b) below. (b) Subject to Section 5(b) and the Purchaser’s right of set-off set forth in Section 14, the Holdback Amount relating to each Participation Certificate shall be paid by Purchaser to Seller not later than the Settlement Date of the related Security; provided, that on the date of any such payment to the Seller, the Holdback Amount shall be (i) reduced by the amount, if positive, equal to (x) the Purchase Price Adjustment Amount minus (y) the Present Value Adjustment Amount with respect attributable to such Participation Certificate disputed or (ii) increased by pending claim upon the amount, if positive, equal to (x) the Present Value Adjustment Amount minus (y) the Purchase Price Adjustment Amount with respect to final determination of such Participation Certificate. Notwithstanding any provision hereof to the contrary, no Holdback Amount shall be owed by Purchaser to Seller upon issuance claim in favor of any Security in the circumstances contemplated in Section 6(g) or if the related Security shall not be issued as a result of a Security Issuance Failure. No exercise by Purchaser of its rights under this Section 4(b) shall relieve Seller of responsibility or liability for any breach of this AgreementSeller. (c) Upon exercise by Purchaser of its remedies under Section 6(g), Purchaser’s obligation to pay and Seller’s right to receive any portion of the Holdback Amount relating to such Mortgage Loans shall automatically be canceled and become null and void; provided, that such cancellation shall in no way relieve Seller or otherwise affect the obligation of Seller to indemnify and hold Purchaser harmless as specified in Section 15. At no time shall Seller have any beneficial interest in the servicing rights with respect to Related Mortgage Loans while the related Participation Certificate is outstanding.

Holdback Amount. (a) Subject If at any time prior to the terms of this AgreementHoldback Deadline, Purchaser shall pay 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 each Participation Certificate that Purchaser elects any alleged Losses, within thirty (30) days after receipt of any such Notice of Claim, Seller shall either (i) (A) provide the Transfer Agent with the applicable Transfer Agent Documentation, in which case Buyer shall also provide the Transfer Agent with any applicable Transfer Agent Documentation, and (B) Seller and Buyer shall deliver to purchase hereunder. The the Transfer Agent joint written instructions instructing the Transfer Agent to (1) transfer to Buyer Parent from the Holdback Amount with respect a number of shares of Buyer Parent Common Stock (calculated at the Current Price) equal to all or a Participation Certificate shall be paid by Purchaser stipulated amount of such alleged Losses set forth in such Notice of Claim and (2) remove the Contract Legend on such shares or (ii) deliver to Buyer (A) a notice that Seller as provided disputes that the members of the Buyer Indemnified Group are entitled to indemnity of all or any portion of the amount of the alleged Losses in Section 4(bBuyer’s Notice of Claim or (iii) belowany combination of clause (i) or (ii). (b) Subject If Seller (i) fails to timely deliver a notice to Buyer in response to a Buyer’s Notice of Claim in accordance with this Agreement or (ii) timely delivers a notice that Seller disputes only a portion of the Losses alleged in Buyer’s Notice of Claim in accordance with this Agreement, then (A) in the case of subpart (i) of this Section 5(b10.11(b), Seller and Buyer shall (1) provide the Transfer Agent with the applicable Transfer Agent Documentation and (2) deliver to the Purchaser’s right of set-off set forth in Section 14, Transfer Agent joint written instructions instructing the Transfer Agent to (I) transfer from the Holdback Amount relating to each Participation Certificate shall be paid by Purchaser Buyer a number of shares of Buyer Parent Common Stock (calculated at the Current Price) equal to Seller not later than the Settlement Date entire amount of the related Security; providedalleged 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), that on Seller and Buyer shall (1) provide the date of any such payment Transfer Agent with the applicable Transfer Agent Documentation and (2) deliver to the Seller, Transfer Agent joint written instructions instructing the Transfer Agent to (I) transfer to Buyer Parent from the Holdback Amount shall be 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) reduced by 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 amount, if positiveany, of the Buyer Parent Common Stock equal to the remainder of (x) the Purchase Price Adjustment Holdback Amount minus (y) a number of shares of Buyer Parent Common Stock (calculated at the Present Value Adjustment Amount with respect Current Price as of the Holdback Deadline) equal to such Participation Certificate all undisbursed or unpaid alleged Losses alleged by Buyer in one or more Buyer’s Notices of Claims. (ii) increased 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 amountHoldback Deadline, if positive, equal Seller and Buyer shall (A) provide the Transfer Agent with the applicable Transfer Agent Documentation and (B) deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to (x) transfer to Buyer a number of shares of Buyer Parent Common Stock (calculated at the Present Value Adjustment Amount minus 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 shares of Buyer Parent Common Stock to which Seller is entitled under this Section 10.11 (the “Eligible Shares”), Buyer shall either (1) pay to Seller an amount in cash equal to the product of (x) the number of Eligible Shares and (y) the Purchase Current Price Adjustment Amount (on the date on which the Transfer Agent was required to remove the Contract Legend pursuant to this Agreement) or (2) issue to Seller additional shares equal to the number of Eligible Shares without any Contract Legend. After Buyer shall have satisfied its obligations under this Section 10.11(d), (A) Seller and Buyer shall provide the Transfer Agent with the applicable 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 shares. (e) The Current Price and the number of shares recoverable by the Buyer and Seller hereunder shall be adjusted equitably in the event of any stock dividend, stock split, subdivision or reclassification with respect to such Participation Certificate. Notwithstanding any provision hereof to the contrary, no Holdback Amount shall be owed by Purchaser to Seller upon issuance of any Security in the circumstances contemplated in Section 6(g) or if the related Security shall not be issued as a result of a Security Issuance Failure. No exercise by Purchaser of its rights under this Section 4(b) shall relieve Seller of responsibility or liability for any breach of this AgreementBuyer Parent Common Stock. (c) Upon exercise by Purchaser of its remedies under Section 6(g), Purchaser’s obligation to pay and Seller’s right to receive any portion of the Holdback Amount relating to such Mortgage Loans shall automatically be canceled and become null and void; provided, that such cancellation shall in no way relieve Seller or otherwise affect the obligation of Seller to indemnify and hold Purchaser harmless as specified in Section 15. At no time shall Seller have any beneficial interest in the servicing rights with respect to Related Mortgage Loans while the related Participation Certificate is outstanding.