Common use of Holdback Amount Clause in Contracts

Holdback Amount. Each Seller hereby acknowledges and agrees that the Holdback Amount shall be withheld from the Estimated Purchase Price as set forth in the Estimated Closing Date Statement and shall be paid by Purchaser directly to an account maintained by the Sellers’ Representative (or a financial institution selected by the Sellers’ Representative) as a fund for the fees and expenses (including, without limitation, any legal fees and expenses) of the Sellers’ Representative incurred in connection with this Agreement, with any balance of the Holdback Amount not utilized for such purposes to be returned to the Sellers in accordance with their Pro Rata Share; provided, however, that in no event shall any portion of the Holdback Amount be returned to the Sellers prior to twenty-four (24) months after the Closing. If the Holdback Amount shall be insufficient to satisfy the fees and expenses of the Sellers’ Representative, and if there are any remaining funds in the Indemnity Escrow Account to be distributed to the Sellers immediately prior to the final distribution from the Indemnity Escrow Account to the Sellers, then the Sellers’ Representative shall be entitled to recover any such expenses from the Indemnity Escrow Account to the extent of such funds prior to the distribution of funds to the Sellers. The Sellers’ Representative shall be entitled to recover any remaining expenses directly from the Sellers.

Holdback Amount. Each Seller hereby acknowledges and agrees that the Holdback Amount shall be withheld from the Estimated Purchase Price as set forth in the Estimated Closing Date Statement and shall be paid by Purchaser directly to an account maintained by the Sellers’ Representative (or a financial institution selected by the Sellers’ Representative) as a fund for the fees and expenses (including, without limitation, including any legal fees and expenses) of the Sellers’ Representative incurred in connection with this Agreement, with any balance of the Holdback Amount not utilized for such purposes to be returned to the Sellers in accordance with their Pro Rata SharePercentage; provided, however, that in no event shall any portion of the Holdback Amount be returned to the Sellers prior to twenty-four (24) months after the Closingfinal determination of the Cash Payment pursuant to Section 1.05 and the full payment of the amount owed by the Representative to Buyer, if any, pursuant to Section 1.04. If In the event that the Holdback Amount shall be insufficient to satisfy the fees and expenses of the Sellers’ Representative, and if in the event there are any remaining funds in the Indemnity Escrow Account Amount to be distributed to the Sellers immediately prior to the final distribution from the Indemnity Escrow Account Amount to the SellersSellers pursuant to the Escrow Agreement, then the Sellers’ Representative shall be entitled to recover any such expenses from the Indemnity Escrow Account Amount to the extent of such funds prior to the distribution of funds to the Sellers provided, that in no event shall the Representative be entitled to recover such expenses from the Indemnity Escrow Fund prior to the distribution of the then-remaining Indemnity Escrow Fund, if any, to the Representative or the Sellers, as applicable, pursuant to the Escrow Agreement. The Sellers’ Representative shall be entitled to recover any remaining expenses or amounts directly from the SellersSellers (based on such Seller’s Pro Rata Percentage).

Holdback Amount. Each Seller hereby acknowledges and agrees that the Holdback Amount shall be withheld from the Estimated Purchase Price as set forth in the Estimated Closing Date Statement and shall be paid by Purchaser directly to an account maintained by the Sellers’ Representative (or a financial institution selected by the Sellers’ Representative) as a fund for the fees and expenses (including, without limitation, including any legal fees and expenses) of the Sellers’ Representative incurred in connection with this Agreement, with any balance of the Holdback Amount not utilized for such purposes to be returned to the Sellers in accordance with their Pro Rata SharePercentage; provided, however, that in no event shall any portion of the Holdback Amount be returned to the Sellers prior to twenty-four (24) months after the Closingfinal determination of the Cash Payment pursuant to Section 1.05 and the full payment of the amount owed by the Representative to Buyer, if any, pursuant to Section 1.04. If In the event that the Holdback Amount shall be insufficient to satisfy the fees and expenses of the Sellers’ RepresentativeRepresentative or any amounts owed by the Representative to Buyer hereunder (including pursuant to Sections 1.04 or 5.04), and if in the event there are any remaining funds in the Indemnity Escrow Account Amount to be distributed to the Sellers immediately prior to the final distribution from the Indemnity Escrow Account Amount to the SellersSellers pursuant to the Escrow Agreement, then the Sellers’ Representative shall be entitled to recover any such expenses from the Indemnity Escrow Account Amount to the extent of such funds prior to the distribution of funds to the Sellers; provided, that in no event shall the Representative be entitled to recover such expenses from the Escrow Fund prior to the distribution of the then-remaining Escrow Funds, if any, to the Representative or the Sellers, as applicable, pursuant to the Escrow Agreement. The Sellers’ Representative shall be entitled to recover any remaining expenses or amounts directly from the SellersSellers (based on such Seller’s Pro Rata Percentage).

Holdback Amount. Each Seller hereby acknowledges and agrees Any payment that the Shareholders are obligated to make to any Buyer Indemnitees pursuant to this Article IX shall, first, to the extent that the Holdback Amount shall be withheld from is greater than the Estimated Purchase Price as set forth in the Estimated Closing Date Statement and shall indemnity payment, be paid to the Buyer Indemnitiees by Purchaser directly to an account maintained by the Sellers’ Representative (or a financial institution selected by the Sellers’ Representative) as a fund for the fees and expenses (including, without limitation, any legal fees and expenses) offset of the Sellers’ Representative incurred in connection with this Agreement, with any balance of such amount against the Holdback Amount not utilized for such purposes to be returned otherwise due to the Sellers in accordance with their Pro Rata ShareShareholders and accordingly will reduce the Holdback Amount and, secondly, to the extent that any additional sums are due after the offset against the Holdback Amount, the Shaerholders (as Indemnifying Party) shall pay all of such additional sums to the Buyer Indemnitees by wire transfer of immediately available funds within five (5) business days after demand by the Buyer Indemnitees. On the Release Date, Buyer shall pay the remaining Holdback Amount (to the extent not offset for indemnity payments due from any of the Shareholders) to the Shareholders by wire transfer of immediately available funds; provided, however, that in no event Buyer shall any retain an amount equal to the amount of claims for indemnification under this Article IX asserted prior to the Release Date but not yet resolved (“Unresolved Claims”). Buyer will pay the portion of the Holdback Amount be returned retained for Unresolved Claims to the Sellers prior Shareholders, to twenty-four (24) months after the Closing. If extent the portion of the Holdback Amount shall be insufficient to satisfy the fees and expenses is not utilized as payment for such claims resolved in favor of the Sellers’ Representativeany Buyer Indemnitee, and if there are any remaining funds upon their resolution in the Indemnity Escrow Account to be distributed to the Sellers immediately prior to the final distribution from the Indemnity Escrow Account to the Sellers, then the Sellers’ Representative shall be entitled to recover any such expenses from the Indemnity Escrow Account to the extent of such funds prior to the distribution of funds to the Sellers. The Sellers’ Representative shall be entitled to recover any remaining expenses directly from the Sellersaccordance with this Article IX.