Common use of Holdback Payment Clause in Contracts

Holdback Payment. No later than 150 days after the Closing Date, Purchaser shall pay Seller the sum of One Million Dollars ($1,000,000) (the "Holdback") by wire transfer or other immediately available funds. The Holdback shall be subject to setoff for (i) any accounts receivable of Seller in existence as of the Closing that are not collected within 120 days of the Closing (to the extent such uncollected accounts receivable exceed in amount the Doubtful Accounts Allowance provided for in Section 5.1.7); (ii) the amount, if any, by which notes payable to third parties included in the Assumed Liabilities, as reflected on the Closing Date Balance Sheet, exceed the amount of such notes payable as reflected on Seller's December 31, 1996 Financial Statements to the extent such excess is greater than the increase in the value of the fixed assets included in the Assets, as reflected on the Closing Date Balance Sheet, above the value of such fixed assets as reflected on Seller's December 31, 1996 Financial Statements; and (iii) any other Indemnity Claims (as defined herein) under this Agreement which arise during said 150 day period. Any accounts receivable as to which Purchaser exercises its right of setoff shall be reassigned to Seller. Purchaser shall give Seller a written notice specifying any setoffs made or to be made against the Holdback. If Seller disputes any of such setoffs, it shall so notify Purchaser prior to that date which is 30 days after its receipt of Purchaser's Notice. If Seller and Purchaser cannot resolve any of such disputes within thirty (30) days after the date of Purchaser's receipt of Seller's notice, Seller shall be free to submit such unresolved disputes to arbitration as provided in Section 6.2.4 hereof.

Holdback Payment. No later than 150 (a) Within three (3) business days after the date on which Sellers and Helix have finally and fully resolved the Pending Litigation and paid in full all liabilities associated therewith including the attorneys’ fees, court costs or other expenses related thereto (collectively, the “Full Resolution”), Buyer shall pay to Sellers, by wire transfer of immediately available funds, to an account or accounts specified by Sellers in writing, an amount equal to $200,000 of the Holdback Amount, minus the sum of (A) any amounts which have been then set off against indemnification obligations of Sellers and Helix pursuant to Section 5.8, and (B) any amounts against which indemnification claims have been made under Article 5, but which have not been resolved as of such date (collectively, the “Pending Claims”); and (b) On the date that is six (6) months following the Closing Date, Purchaser Buyer shall pay Seller to Sellers, by wire transfer of immediately available funds, to an account or accounts specified by Sellers in writing, an amount equal to $200,000 of the Holdback Amount, minus the sum of One Million Dollars (A) any amounts which have been then set off against indemnification obligations of Sellers and Helix pursuant to Section 5.8, and (B) the Pending Claims; provided, however, that if a Full Resolution has not been achieved as of such date that is six (6) months following the Closing Date, Buyer shall pay to the Sellers, in the manner provided for herein, an amount equal to $1,000,000150,000 of the Holdback Amount, minus the sum of (A) any amounts which have been then set off against indemnification obligations of Sellers and Helix pursuant to Section 5.8, and (B) the Pending Claims, and the remaining $50,000 of the Holdback Amount with respect to such $200,000 contemplated by this clause (b) shall be paid concurrently with and in accordance with the provisions of Section 2.3(a) above. (c) On the one (1) year anniversary of the Closing Date (the "Holdback") “Release Date”), Buyer shall pay to Sellers, by wire transfer or other of immediately available funds. The , to an account or accounts specified by Sellers in writing, an amount equal to $200,000 of the Holdback Amount, minus the sum of (A) any amounts which have been then set off against indemnification obligations of Sellers and Helix pursuant to Section 5.8, and (B) any amounts against which Pending Claims have been made under Article 5; provided, however, that in no event shall any such payment amount be less than $0; provided, further, that, if a Full Resolution has not been achieved as of such one (1) year anniversary, Buyer shall pay to the Sellers, in the manner provided for herein, an amount equal to $150,000 of the Holdback Amount, minus the sum of (A) any amounts which have been then set off against indemnification obligations of Sellers and Helix pursuant to Section 5.8, and (B) the Pending Claims, and the remaining $50,000 of the Holdback Amount with respect to such $200,000 contemplated by this clause (c) shall be subject paid concurrently with and in accordance with the provisions of Section 2.3(a) above. Upon the resolution of any Pending Claim after the Release Date, the set off of any amounts due by Seller under Section 5.8 in connection therewith, Buyer shall pay to setoff for (i) any Sellers, by wire transfer of immediately available funds to an account or accounts receivable of Seller specified by Sellers in existence as writing, the remainder of the Closing that are not collected within 120 days of the Closing (to the extent such uncollected accounts receivable exceed in amount the Doubtful Accounts Allowance provided for in Section 5.1.7); (ii) the amountHoldback Amount, if any, by which notes payable to third parties included in the Assumed Liabilities, as reflected on the Closing Date Balance Sheet, exceed the amount of less all amounts still being reserved at such notes payable as reflected on Seller's December 31, 1996 Financial Statements to the extent such excess is greater than the increase in the value of the fixed assets included in the Assets, as reflected on the Closing Date Balance Sheet, above the value of such fixed assets as reflected on Seller's December 31, 1996 Financial Statements; and (iii) time for any other Indemnity Claims (as defined herein) under this Agreement which arise during said 150 day period. Any accounts receivable as to which Purchaser exercises its right of setoff shall be reassigned to Seller. Purchaser shall give Seller a written notice specifying any setoffs made or to be made against the Holdback. If Seller disputes any of such setoffs, it shall so notify Purchaser prior to that date which is 30 days after its receipt of Purchaser's Notice. If Seller and Purchaser cannot resolve any of such disputes within thirty (30) days after the date of Purchaser's receipt of Seller's notice, Seller shall be free to submit such unresolved disputes to arbitration as provided in Section 6.2.4 hereofPending Claims.

Holdback Payment. No later than 150 days after At Closing, in accordance with the Closing Dateterms of an ----------------- escrow agreement, substantially in the form of Exhibit H (the "Escrow --------- Agreement"), Purchaser shall pay Seller the sum will deliver into escrow 433,333 shares of One Million Dollars ($1,000,000) HESG Common Stock (the "Holdback") by wire transfer or other immediately available funds). The Holdback shall will be subject to setoff set-off for (i) any net accounts receivable of Seller in existence as of the Closing as shown on the Closing Date Balance Sheet and determined in accordance with Seller's customary practices (the "Net Accounts Receivable") that are not collected within 120 150 days of the Closing (to the extent such uncollected accounts receivable exceed in amount the Doubtful Accounts Allowance provided for in Section 5.1.7); Closing, and (ii) the amount, if any, by which notes payable to third parties included in the Assumed Liabilities, as reflected on the Closing Date Balance Sheet, exceed the amount of such notes payable as reflected on Seller's December 31, 1996 Financial Statements to the extent such excess is greater than the increase in the value of the fixed assets included in the Assets, as reflected on the Closing Date Balance Sheet, above the value of such fixed assets as reflected on Seller's December 31, 1996 Financial Statements; and (iii) any other Indemnity Claims (as defined herein) under this Agreement which arise during said 150 day periodthe period of the Holdback. Seller covenants that it will assist Purchaser in the collection of outstanding Net Accounts Receivables in a manner consistent with past collection practices of Seller. Any accounts receivable as to which Purchaser exercises its right of setoff shall uncollected Net Accounts Receivable set-off against the Holdback will be reassigned back to Seller and any amounts subsequently collected by Purchaser on account of such Net Accounts Receivable will be promptly turned over to Seller. Purchaser shall give Seller a written notice specifying any setoffs made or No later than nine months after the Closing Date, subject to be made against the Holdback. If Seller disputes any of such setoffs, it shall so notify Purchaser prior to that date which is 30 days after its receipt of Purchaser's Notice. If Seller and Purchaser cannot resolve any of such disputes within thirty (30) days after right to set-off, the date of Purchaser's receipt of Shares remaining in escrow, if any, will be delivered to Seller's notice, Seller shall be free to submit such unresolved disputes to arbitration as provided in Section 6.2.4 hereof.