Holdback Release. (a) Within three (3) Business Days after the date that is the later of (i) ninety (90) days after the Closing Date (the “Indemnification Expiration Time”) and (ii) the determination of the Final Working Capital pursuant to Section 1.10, Purchaser shall release to the Company the Holdback Amount less (ii) the Indemnification Holdback Amount; provided, however, that Purchaser shall not be obligated to release the Holdback Amount if as of the Indemnification Expiration Time, the Company has not fully performed its obligations under this Agreement, the Transition Agreement and the Facilities Use Agreements that are secured by the Holdback Amount. The term “
Holdback Release. Subject to the Provisions of the Construction Lien Act, Holdbacks shall become payable after 45 days from the date of advertisement of the substantial completion and the submission by the contractor of the following documents:
Holdback Release. ShopNow shall hold the Indemnification Shares in accordance with this Agreement and shall transfer the Indemnification Shares only as follows:
Holdback Release. (a) Upon satisfaction of the Initial Trigger (as defined below) for any Altoprev Product, Buyer shall promptly pay to Seller, in immediately available funds, two-thirds of the Holdback Amount for such Altoprev Product.
Holdback Release. (a) As soon as reasonably practicable after the date hereof but in no event later than the fifth business day thereafter, the Purchaser shall deposit an amount equal to $2,500,000 (together with any interest accruing thereon, the “Escrow Amount”) into the escrow account identified on Schedule 1.4(a) hereto (the “Escrow Account”) until such time as funds may be released from the Escrow Account pursuant to the terms of this Section 1.4 and that certain escrow agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). Any and all withdrawals from the Escrow Account shall be subject to the terms Escrow Agreement and shall require dual signatures authorizing release, one signature being that of an officer of the Company and one signature being that of a duly authorized representative of the Purchaser.
Holdback Release. (a) As soon as reasonably practicable after the date hereof but in no event later than the fifth business day thereafter, the Purchaser shall deposit an amount equal to the Purchase Price (together with any interest accruing thereon, the “Holdback Amount”) into the account indentified on Schedule 1.2(a) hereto (the “Holdback Account”) until such time as funds may be released from the Holdback Account pursuant to the terms of this Section 1.2. Any and all withdrawals from the Holdback Account shall require dual signatures, one signature being that of an officer of the Company and one signature being that of a duly authorized representative of the Purchaser.
Holdback Release. The Province shall approve release of the 10% holdback referred to in Section 15.09(a) to the Contractor no sooner than fifty-five (55) days following satisfaction of ALL of the following conditions:
Holdback Release. In the event of the final determination of a Loss or Expenses for which Buyer is indemnified pursuant to Article VIII hereof prior to the one-year anniversary of the Closing Date, Buyer shall reduce the Holdback Shares by the number of shares of Buyer Common Stock, rounded to the nearest whole share, determined as the quotient of (i) the amount of such Loss or Expense and (ii) the average of the high and low sales price for Buyer Common Stock on such date of determination (or the next business day if such day is not a business day) as reported on the OTC Bulletin Board or such other exchange that Buyer Common Stock is then listed (such new number of shares of Buyer Common Stock shall then be the “Holdback Shares”). After final determination of the amount any Loss or Expense that any Buyer Group Member has notified GA and Peyton in accordance with the requirements of Section 8.3 that it may be entitled to indemnification hereunder on or prior to the one-year anniversary of the Closing Date that has not been determined as of the one-year anniversary of the Closing Date (such finally determined amount, the “Final Indemnity Offset”), Buyer shall (i) deduct from the Holdback Shares the number of shares of Buyer Common Stock, rounded to the nearest whole share, determined as the quotient of (I) the amount of such Loss or Expense and (II) the average of the high and low sales price for Buyer Common Stock on such date of determination (or the next business day if such day is not a business day) as reported on the OTC Bulletin Board or such other exchange that Buyer Common Stock is then listed and (ii) issue to the parties listed in Schedule 3.2(d) stock certificates for the remaining number of shares of Buyer Common Stock, if any.
Holdback Release. On the Holdback Release Date, Buyer shall promptly release, issue and deliver the Holdback Shares and Holdback Warrants to Seller, subject to and contingent upon any reduction resulting from payments made or to be made pursuant to claims for indemnification made by a Buyer Indemnified Party prior to the Holdback Release Date in satisfaction of Seller’s indemnification obligations as described in Article 7.
Holdback Release. (i) No later than the Holdback Release Date, Purchaser shall reasonably and in good faith determine the aggregate amount, as of the Holdback Release Date, of any Claimed Amounts and Contested Amounts associated with all claims contained in Notices of Claim that have not been finally resolved and paid prior to such date (the “Unresolved Claims”) and shall release the amount, if any, by which the Then Remaining Holdback Amount exceeds the aggregate amount of Unresolved Claims (the “Holdback Release Amount”) from the Holdback Amount and pay such amount to Seller in accordance with Section 1.2(b); provided, however, that if at such time there are any Unresolved Claims for which known or potential Damages cannot yet reasonably be estimated, the Holdback Release Amount shall be zero dollars ($0.00). The portion of the Then Remaining Holdback Amount retained by Purchaser pursuant to this Section 6.6(e)(i) is referred to as the “Retained Amount”.
