Common use of Holdback Payments Clause in Contracts

Holdback Payments. (a) Within 30 days following the expiration of the Survival Period, Acquiror shall make, or shall cause the Surviving Corporation to make, a payment to the Non-Dissenting Holders in an aggregate amount equal to the amount (if any) by which (i) the Primary Holdback Amount, reduced by any amounts previously permanently retained therefrom by Acquiror or other Indemnified Parties in accordance with Section 8.4, exceeds (ii) the aggregate amount of the Claimed Amounts under all Indemnity Claim Notices (including Indemnity Claim Notices with respect to Post-Merger Specified Litigation Losses) that remain unresolved at such time (the amount of such excess, the “Initial Holdback Payment”). (b) Following the date of the Initial Holdback Payment (the “Initial Payment Date”), within 30 days following the date of final resolution of any Indemnity Claim Notice that remained unresolved as of the Initial Payment Date, Acquiror shall make, or shall cause the Surviving Corporation to make, a payment to the Non-Dissenting Holders in an amount equal to the lesser of (i) the portion (if any) of the Claimed Amount under such Indemnity Claim Notice that Acquiror is not entitled to permanently retain under the applicable provision of Section 8.4 pursuant to which such Indemnity Claim Notice was finally resolved, or (ii) the amount (if any) by which (x) the Primary Holdback Amount, reduced by any amounts permanently retained therefrom by Acquiror or other Indemnified Parties in accordance with Section 8.4, exceeds (y) the aggregate amount of the Claimed Amounts under all Indemnity Claim Notices that remain unresolved at such time (the lesser of such amounts, a “Subsequent Holdback Payment”). (c) Within 30 days following the date of final resolution of any Indemnity Claim Notice with respect to a Pre-Closing Indemnity Claim, Acquiror shall make, or shall cause the Surviving Corporation to make, a payment to the Non-Dissenting Holders in an amount equal to the amount (if any) by which (i) the Supplemental Holdback Amount, reduced by any amounts permanently retained therefrom by Acquiror or other Indemnified Parties in accordance with Section 8.4, exceeds (ii) the sum of (A) the aggregate amount of the Claimed Amounts under all Indemnity Claim Notices with respect to Pre-Closing Indemnity Claims that remain unresolved at such time, plus (B) the aggregate amount previously paid to Non-Dissenting Holders pursuant to this Section 8.5(c) (each such payment, a “Supplemental Holdback Payment”). (d) The Initial Holdback Payment, Subsequent Holdback Payments and Supplemental Holdback Payments (if any) shall be paid to and allocable among the Non-Dissenting Holders in accordance with their respective Holdback Percentages.

Holdback Payments. (a) Within 30 Once Damages have been agreed to by the Indemnitors or finally adjudicated to be payable pursuant to this Agreement, the Indemnitors shall satisfy their obligations within fifteen (15) days of such final, non-appealable adjudication by forfeiture of Holdback Shares, or if no Holdback Shares remain, then, if applicable by the return of Merger Consideration to Parent (or if such Holdback Shares or Merger Consideration has been sold or otherwise transferred, the amount, net of Taxes, that the Person received as a result of such sale). (b) So long as: (i) Zhenwei Miao is employed by Parent or one of its direct or indirect subsidiaries or affiliates through the Termination Date, or (ii) if Zhenwei Miao is not employed by Parent or one of its affiliates through the Termination Date, then (A) if his employment was terminated “without cause,” or (B) if he resigned from such employment for “good reason” (“without cause” and “good reason” as defined in the Employment Agreement with Zhenwei Miao, as may be amended or restated from time to time), Parent shall, within fifteen (15) days following the expiration Termination Date, distribute to Zhenwei Miao a number of the Survival Period, Acquiror shall make, or shall cause the Surviving Corporation to make, a payment to the Non-Dissenting Holders in an aggregate amount shares of Parent Common Stock equal to the amount (if any) by which (iI) the Primary Miao Holdback AmountShares, reduced by any amounts Miao Holdback Shares previously permanently retained therefrom by Acquiror Parent or any other Indemnified Parties Indemnitee with respect to indemnification claims relating to this Agreement, in accordance with Section 8.4the terms of this Agreement, exceeds (iiII) the aggregate amount of the Claimed Amounts claimed under all Indemnity Claim Notices (including Indemnity Claim Notices with respect to Post-Merger Specified Litigation Losses) pending indemnification claims made by the Indemnitees that remain unresolved at such time (the amount of such excess, the “Initial Miao Holdback Payment”). (b) Following . Upon final resolution of pending indemnification claims made by Indemnitees that were unresolved at such time, Parent shall distribute any Miao Holdback Shares retained by Parent after the date distribution of the Initial Miao Holdback Payment to which Zhenwei Miao becomes entitled to receive within fifteen (the “Initial Payment Date”), within 30 15) days following the date of such final resolution of any Indemnity Claim Notice that remained unresolved as of the Initial Payment Date, Acquiror shall make, or shall cause the Surviving Corporation to make, a payment to the Non-Dissenting Holders in an amount equal to the lesser of resolution. (c) So long as: (i) ▇▇▇▇ ▇▇▇▇ is employed by Parent or one of its direct or indirect subsidiaries or affiliates through the portion (if any) of the Claimed Amount under such Indemnity Claim Notice that Acquiror is not entitled to permanently retain under the applicable provision of Section 8.4 pursuant to which such Indemnity Claim Notice was finally resolvedTermination Date, or (ii) if ▇▇▇▇ ▇▇▇▇ is not employed by Parent or one of its affiliates through the amount Termination Date, then (A) if anyhis employment was terminated “without cause,” or (B) by which if he resigned from such employment for “good reason” (x“without cause” and “good reason” as defined in the Employment Agreement with ▇▇▇▇ ▇▇▇▇, as may be amended or restated from time to time), Parent shall, within fifteen (15) the Primary Holdback Amount, reduced by any amounts permanently retained therefrom by Acquiror or other Indemnified Parties in accordance with Section 8.4, exceeds (y) the aggregate amount of the Claimed Amounts under all Indemnity Claim Notices that remain unresolved at such time (the lesser of such amounts, a “Subsequent Holdback Payment”). (c) Within 30 days following the date Termination Date, distribute to ▇▇▇▇ ▇▇▇▇ a number of final resolution shares of any Indemnity Claim Notice with respect to a Pre-Closing Indemnity Claim, Acquiror shall make, or shall cause the Surviving Corporation to make, a payment to the Non-Dissenting Holders in an amount Parent Common Stock equal to the amount (if any) by which (iI) the Supplemental Chen Holdback AmountShares, reduced by any amounts Chen Holdback Shares previously permanently retained therefrom by Acquiror Parent or any other Indemnified Parties Indemnitee with respect to indemnification claims relating to this Agreement, in accordance with Section 8.4the terms of this Agreement, exceeds (ii) the sum of (AII) the aggregate amount of the Claimed Amounts claimed under all Indemnity Claim Notices with respect to Pre-Closing Indemnity Claims pending indemnification claims made by the Indemnitees that remain unresolved at such timetime (the amount of such excess, plus (B) the aggregate amount previously paid to Non-Dissenting Holders pursuant to this Section 8.5(c) (each such payment, a “Supplemental Chen Holdback Payment”). Upon final resolution of pending indemnification claims made by Indemnitees that were unresolved at such time, Parent shall distribute any Chen Holdback Shares retained by Parent after the distribution of the Chen Holdback Payment to which ▇▇▇▇ ▇▇▇▇ becomes entitled to receive within fifteen (15) days following the date of such final resolution. (d) The Initial Holdback Payment, Subsequent Holdback Payments and Supplemental Holdback Payments (if any) shall be paid to and allocable among the Non-Dissenting Holders in accordance with their respective Holdback Percentages.