Common use of Holdback Clause in Contracts

Holdback. A Purchaser Indemnitee shall be paid from the Indemnification Holdback Fund the amount of any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Section 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the Seller.

Holdback. A Purchaser Indemnitee Seller and Buyer agree that a number of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Price) (the “Holdback Amount”) shall be paid from retained by Buyer and Buyer Parent until the Indemnification date that is six (6) months following the Closing (the “Holdback Fund Release Date”). The Holdback Amount shall constitute partial security for the amount satisfaction of claims made by Buyer or any Damage for which it has Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been finally determined notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Part 10.9(d) of the Disclosure Letter that Article VII (any such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8claims, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim PeriodUnresolved Claims”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim PeriodBuyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Indemnification Holdback Fund Amount as may it determines would be necessary, in the reasonable judgment of Purchaser, necessary to satisfy any then unresolved or unsatisfied claims for Damages such Unresolved Claims (to the extent specified in any Claims Notice delivered to “Retained Holdback Amount”), which Retained Holdback Amount shall equal the Seller pursuant to Section 8.2 prior to lesser of (a) the expiration portion of the Indemnification Holdback Claim PeriodAmount then remaining or (b) shall remain the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in terms and conditions of Article VII. In accordance with this Section 81.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Within three business days after Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date of expiration any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Indemnification Retained Holdback Claim Period, Amount that is in excess of the Indemnification Holdback Fund, less amount necessary to satisfy any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the SellerUnresolved Claims.

Holdback. A Purchaser Indemnitee (a) From and after Closing, the Deposit shall remain in the Deposit Escrow Account to support Seller’s performance of its obligations pursuant to Section 2.7 (other than any such obligations with respect to any adjustment to the Purchase Price pursuant to Section 2.3(a)(ii)(A), which shall be paid from addressed only using amounts in the Indemnification Defect Escrow Account as expressly provided in Article 3 and Article 4) and Section 10.2(a) until fully distributed as provided in this Section 10.9. On the first Business Day after the expiration of the Holdback Fund Period, subject to the remainder of this Section 10.9, Buyer and Seller shall jointly instruct the Escrow Agent to release to Seller any amount then-remaining in the Deposit Escrow Account except for an amount equal to the aggregate amount of any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which all outstanding claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller by Buyer pursuant to Section 8.2 10.2 for which Buyer has, in good faith, provided notice to Seller prior to the expiration of the Indemnification Holdback Claim Period) Period and that have not been previously satisfied in full, which amounts shall remain part of the Deposit Escrow Account until final resolution of such outstanding indemnity claims (the “Disputed Claims”). Upon final resolution or determination of all Disputed Claims by the Parties, as applicable, Buyer and Seller shall deliver to the Escrow Agent joint written instructions to disburse to Buyer from the Deposit Escrow Account an amount equal to the amount so finally determined to be owed to Buyer (if any), and all other amounts remaining in the Indemnification Holdback Fund until Deposit Escrow Account in respect of such claims for Damages have been resolved or satisfied Disputed Claim shall be disbursed to Seller. If Buyer and Seller fail to deliver a joint written instruction to the Escrow Agent in accordance with this Section 8. Within the foregoing sentence within three business days after (3) Business Days following the date of expiration final resolution or determination of the Indemnification Holdback Claim Periodapplicable Disputed Claim, then the Indemnification Holdback FundEscrow Agent shall, less any amount determined pursuant upon delivery by Buyer or Seller to the previous Escrow Agent of a written final, non-appealable court order from a court of competent jurisdiction relating to such Disputed Claim, disburse an amount from the Deposit Escrow Account in respect of such Disputed Claim as provided in the immediately preceding sentence, shall be paid by the Purchaser to the Seller.

Holdback. A Purchaser Indemnitee Buyer shall retain Eight Hundred Thousand Dollars ($800,000.00) of the Cash Consideration (the “Holdback”) following the Closing Date, and Buyer may apply the Holdback to satisfy claims of Buyer against Seller under this Agreement or under the Conveyance. Notwithstanding any other provision of this Agreement (including without limitation Section 2.5 and Section 9.4), Buyer’s sole recourse after the Closing Date for any claim against Seller under this Agreement or the Conveyance, including claims for Defect Values (collectively, all such claims are “Holdback Claims”), shall be to the Holdback, as the Holdback amount may exist from time to time under the provisions of this Section 8.4, but such limitation on Buyer’s recourse shall not limit Seller’s obligations under this Article VIII (including the obligation to pay Vendor Claims). Buyer shall give notice to Seller of any application by Buyer of any portion of the Holdback, and any dispute regarding such application shall be submitted for arbitration in accordance with the terms of Section 10.11. The amount of the Holdback shall be decreased on the following schedule, with the excess available at each date being paid by Buyer to Seller: (i) forty-five days after the Closing Date, Buyer shall release to Seller Two Hundred Thousand Dollars ($200,000.00), which Seller shall use to pay any remaining unpaid Vendor Claims; (ii) sixty (60) days after the Closing Date, Buyer shall release to Seller all of the Holdback except for the sum of Four Hundred Thousand Dollars ($400,000.00) plus the amount of Holdback Claims identified by Buyer as of such date; (iii) ninety (90) days after the Closing Date, Buyer shall release to Seller all of the Holdback except for the sum of Two Hundred Thousand Dollars ($200,000.00) plus the amount of Holdback Claims identified by Buyer as of such date; and (iv) any portion of the Holdback remaining unapplied after one hundred twenty (120) days following the Closing Date shall be paid from to Seller. Interim accounting for the Indemnification Holdback Fund shall be provided on the amount of any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains dates noted in the Indemnification preceding sentence and an accounting for the entire Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, included in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Section 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the SellerFinal Settlement Statement.

Holdback. A Purchaser Indemnitee Seller and Buyer agree that (i) a number of Buyer Shares valued at $650,000 (based on the Closing Buyer Share Price) (the “Share Consideration Holdback” or the “Holdback Amount”) shall be paid from retained by Buyer and Buyer Parent until the Indemnification date that is twelve (12) months following the Closing (the “Holdback Fund Release Date”). The Holdback Amount shall constitute partial security for the amount satisfaction of claims made by Buyer or any Damage for which it has Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been finally determined notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Part 10.9(d) of the Disclosure Letter that Article VII (any such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8claims, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim PeriodUnresolved Claims”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim PeriodBuyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Indemnification Holdback Fund Amount as may it determines would be necessary, in the reasonable judgment of Purchaser, necessary to satisfy any then unresolved or unsatisfied claims for Damages such Unresolved Claims (to the extent specified in any Claims Notice delivered to “Retained Holdback Amount”), which Retained Holdback Amount shall equal the Seller pursuant to Section 8.2 prior to lesser of (a) the expiration portion of the Indemnification Holdback Claim PeriodAmount then remaining or (b) shall remain the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in terms and conditions of Article VII. In accordance with this Section 81.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Share Consideration Holdback indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Within three business days after Subject to the terms and conditions of this Section 1.05, Buyer Parent shall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date of expiration any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of the Indemnification Retained Holdback Claim PeriodAmount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser extent such Retained Holdback Amount is allocated to the SellerShare Consideration Holdback).

Holdback. A Purchaser Indemnitee shall be paid from Sellers hereby authorize the Indemnification Holdback Fund Acquiror to holdback ONE HUNDRED THOUSAND DOLLARS (US$100,000) (the amount of any Damage for which it has been finally determined in accordance with Part 10.9(d"Holdback") as per Section 2.1(a) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any Agreement for a period of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification six (6) months from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification "Holdback Claim Period”"). Notwithstanding anything , unless the Indemnified Acquiror Party makes a claim for liability under the Agreement, in which case the Parties will exercise best efforts and promptly negotiate the resolution of such claim in good faith according to the contrary in this Agreement, on . If the date resolution of expiration such claim involves payment by the Sellers by transferring to the Acquiror the applicable amount of the Indemnification Holdback Claim PeriodHoldback, Sellers hereby authorize the Acquiror to do all things necessary to affect such portion of transfers. Sellers hereby agree to indemnify the Indemnification Holdback Fund as may be necessaryAcquiror from exercising its rights under this Section 12.14(A); provided, however, that Sellers shall not indemnify the Acquiror from its gross negligence or willful misconduct in connection with the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 prior to Holdback. After the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Section 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Acquiror shall distribute the remaining cash balance of the Holdback Fundin proportionate amounts to each of the Sellers ("Holdback Release Date"), less subject to any amount determined pursuant amounts which are then subject to a claim made by an Acquiror Indemnified Party, which amounts shall continue to be held back until the previous sentence, shall be paid by the Purchaser to the Sellerfinal resolution of such claim.

Holdback. A Purchaser Indemnitee Seller agrees that the aggregate sum equal to $1,725,000 (the "Holdback Funds") otherwise payable to Seller for the Shares on the Closing Date and for certain assets pursuant to the Fayetteville Asset Purchase Agreement shall be paid from retained by Buyer for a period of three months after the Indemnification Closing Date (the "Holdback Fund Period"). Buyer shall be entitled to commingle the amount Holdback Funds with its general accounts. If Buyer discovers the absence or nonconforming condition of any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter Assets, or if Buyer determines that such Purchaser Indemnitee it is entitled to indemnification pursuant to this Section 8Article 11, promptly after then Buyer shall be entitled to deduct an equitable amount from the Holdback Funds for each such final determinationabsence, nonconforming condition, undisclosed liability or indemnification obligation. So long Except as set forth below, upon the expiration of the three-month period, all remaining Holdback Funds shall be delivered to Seller plus accrued simple interest thereon at the rate of 6.25% per annum. At any time or from time to time during the Holdback Period, Buyer shall notify Seller of the amount, if any, that Buyer wishes to deduct from the Holdback Funds; provided, however, that Buyer shall not be entitled to withhold any of the Indemnification Holdback Amount remains Funds unless (a) the aggregate amount of the deduction equals or exceeds the minimum amount set forth in Section 11.4 or (b) the Indemnification Holdback Fund, amount of the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by deduction relates to a Purchaser Indemnitee Title Defect (as defined in 5.5(b)(xiv) or was discovered in connection with title or survey reviews permitted under Section 8.2 3.8. If Seller disagrees with the amount Buyer wishes to deduct, then Seller shall so notify the Buyer in writing, and the parties will have 45 days from the date of such notice to resolve the dispute among themselves. If the parties have not resolved such dispute within such 45-day period, then Buyer and Seller shall submit the dispute to arbitration as provided in Section 14.13 of this Agreement. The period during which claims for indemnification from parties each agree to be bound by the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”)decision reached in such arbitration. Notwithstanding anything to the contrary in this Agreement, on the date of expiration All costs of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may arbitration shall be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to split equally between Buyer and Seller. To the extent specified in any Claims Notice delivered that the Holdback Funds are insufficient to the remove a Title Defect, Seller pursuant shall immediately cause sufficient additional monies to Section 8.2 prior be deposited with Buyer so as to the expiration enable Buyer to cause such Title Defect to be eliminated and/or removed of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Section 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the Sellerrecord.

Holdback. A Purchaser Indemnitee (a) Contemporaneously with the Closing, Buyer shall deposit, as directed by Xxxxxx (as determined in Seller’s sole discretion), an aggregate amount equal to $48,000,000 (the “Indemnity Holdback Amount”) into either (x) an escrow sub-account established pursuant to the Stock Escrow Agreement (the “Stock Indemnity Holdback Account”) or (y) into an escrow sub-account established pursuant to the Cash Escrow Agreement (the “Cash Indemnity Holdback Account” and, together with the Stock Indemnity Holdback Account, the “Indemnity Holdback Accounts”), or, in lieu of the foregoing, if directed by Xxxxxx (as determined in Seller’s sole discretion), Buyer shall deposit such portions of the Indemnity Holdback Amount into the respective Indemnity Holdback Accounts as may be directed by Seller, in which case relevant provisions of this Agreement shall be paid construed accordingly. A deposit into the Stock Indemnity Holdback Account shall be in a number of shares of Parent Common Stock equal to the dollar amount representing the portion of the Indemnity Holdback Amount that Seller directs Buyer to deposit in the Stock Indemnity Holdback Account divided by the greater of (1) the Specified Reference Price and (2) the Closing Reference Price (the “Indemnity Holdback Shares”) and any deposit into the Cash Indemnity Holdback Account shall be made in cash in an amount equal to the portion of the Indemnity Holdback not deposited in the Stock Indemnity Holdback Account (the “Indemnity Holdback Cash”). For the avoidance of doubt, at Seller’s sole election, any portion of the Indemnity Holdback Amount (from 0% to 100%) may be deposited as Indemnity Holdback Shares. The Indemnity Holdback Shares and the Indemnity Holdback Cash shall be held in, and released from, the Stock Indemnity Holdback Account (separate and distinct from the Indemnification Defect Escrow Shares, if any) and the Cash Indemnity Holdback Fund Account (separate and distinct from the amount Defect Escrow Amount, if any), respectively, after Closing as and to the extent provided in this Section 10.10 to satisfy Seller’s indemnification obligations under Section 10.1 (including, for the avoidance of any Damage for which it has been finally determined doubt, those applicable to a breach by Seller of Seller’s covenants and agreements under Section 2.14 with respect to the potential Commodity Price Earn-Out Payment (as defined in the Oasis PSA)). For the avoidance of doubt, the Indemnity Holdback Shares and the Indemnity Holdback Cash represent a deduction from, and are not in addition to, the Closing Stock Amount and Closing Payment paid by Buyer to Seller on the Closing Date. The Parties agree that disbursements of Indemnity Holdback Shares and Indemnity Holdback Cash shall be made in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Section 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the Seller.following procedures:

Holdback. A Purchaser Indemnitee Subject to the payment schedule set forth in Exhibit E, within forty-five (45) calendar days after Initial Acceptance, Client will pay Contractor twenty-five percent (25%) of the Holdback Amount. Within forty-five (45) calendar days after Final Acceptance, Client will pay Contractor twenty-five percent (25%) of the Holdback Amount. Client will pay Contractor the remaining fifty percent (50%) of the Holdback Amount within forty-five (45) calendar days after the expiration of the Warranty Period, provided that Contractor has Resolved all Nonconformities arising during the Warranty Period. In the event Contractor has not Resolved all Nonconformities arising during the Warranty Period within such forty-five (45) calendar day period, Client shall be permitted to terminate this Agreement pursuant to Section 16.3(a). Contractor acknowledges and agrees that Contractor is not permitted to charge Client, and Client will not be obligated to pay, interest on any Holdback Amount paid from by Client hereunder. Notwithstanding the Indemnification foregoing, Contractor acknowledges and agrees that Client is permitted, pursuant to the terms of Sections 6.2, 6.3 and 16.9, to retain a portion of the Holdback Fund Amount. The parties agree that the amount rights of any Damage Client set forth in Sections 6.2, 6.3 and 16.9 are the sole circumstances under which the Holdback Amount may be retained by Client. In the event that the Integrated System is timely delivered to Client by Contractor for which it has been finally determined Evaluation and Final Acceptance and Client is unable to commence the Acceptance Process for Final Acceptance as a result of (i) a Required Change (as documented through the change control process set forth in Section 4.6), or (ii) Client’s good faith belief that there is insufficient time to prepare the Integrated System for the upcoming Peak Processing Period or that the Integrated System will not operate in accordance with Part 10.9(dthe Requirements at any time during the upcoming Peak Processing Period due to no fault of Contractor, Client will pay Contractor an amount equal to two percent (2%) of the Disclosure Letter Holdback Amount retained by Client as of the date the Integrated System is delivered to Client for each month that such Purchaser Indemnitee the Final Acceptance of the Integrated System is entitled to indemnification delayed pursuant to this Section 89.9(c), promptly after such final determination. So long as any up to a maximum amount equal to twenty percent (20%) of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source retained by Client as of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice Integrated System is delivered to the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Section 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the SellerClient.

Holdback. A Purchaser Indemnitee At the Closing, the Holdback Amount shall be paid withheld by Purchaser from the Indemnification Purchase Price otherwise payable to the Shareholders, and Purchaser shall hold such Holdback Fund the amount of any Damage for which it has been finally determined Amount in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 terms of this Agreement. The period during which claims for indemnification from Agreement until the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”)Release Date. Notwithstanding anything in this Agreement to the contrary in contrary, if Purchaser has given written notice to the Shareholders’ Representative of one or more Claims made prior to the Holdback Release Date pursuant to Section 8.6 of this AgreementAgreement or any other section of this Agreement providing for payment of Losses from the remaining Holdback Amount and all such Claims have not been finally resolved prior to the Holdback Release Date, on the date of expiration Purchaser shall withhold from its delivery of the Indemnification Holdback Claim Period, such portion of the Indemnification remaining Holdback Fund as may Amount otherwise required to be necessaryremitted on the Holdback Release Date, pending resolution of such Claims, an amount of cash that represents Purchaser’s good faith estimate of the amount to which it would be entitled if it prevailed with respect to such Claims. If, upon final resolution of all such Claims, the aggregate amount withheld by the Purchaser is greater than the Shareholders’ aggregate liability with respect to all such Claims, then the Purchaser shall deliver to the Shareholders’ Representative, for the benefit of the Shareholders, the Holdback Amount in an amount equal to such difference. Subject to the reasonable judgment terms and conditions herein, each Shareholder shall be entitled to receive from the Shareholders’ Representative, on behalf of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to as promptly as practicable following the extent specified in any Holdback Release Date and if applicable, such later date as all Claims Notice delivered to the Seller pursuant to Section 8.2 prior to the expiration are finally resolved, such Shareholder’s Pro Rata Portion of the Indemnification remaining Holdback Claim Period) shall remain Amount as set forth in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Section 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the Seller8.8.

Holdback. A Purchaser Indemnitee shall be paid from the Indemnification Holdback Fund the amount of any Damage Loss for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determinationArticle VIII. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole initial source of recovery for any Damage Loss incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. With respect to any matter described in Sections 8.2(a) (with respect to any Seller Fundamental Representation), (b), (c), (d), (e), (f), or (g) a Purchaser Indemnitee may recover all of its Losses (A) first from the Indemnification Holdback Fund, and (B)(1) if the aggregate of all unresolved or unsatisfied claims set forth in all Claim Notices delivered to the Indemnifying Representative prior to the expiration of the Indemnification Holdback Claim Period exceeds the then-existing Indemnification Holdback Fund or (2) after the expiration of the Indemnification Holdback Claim Period, directly from each Seller according to its pro rata proportion (based on the Sellers’ respective Holdback Percentages) of such Losses, but otherwise without limitation. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Japan Time, on December 31, 2014 the date that is 18 months after the Closing Date (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of PurchaserPurchaser Parent, to satisfy any then unresolved or unsatisfied claims for Damages Losses (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 Indemnifying Representative prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages Losses have been resolved or satisfied in accordance with this Section 8Article VIII. Within three business days 10 Business Days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser Sub to the SellerSellers, (i) in the amounts to each Seller as specified in a joint written notice by REL, Sharp and Powerchip delivered to Purchasers within five Business Days after the date of expiration of the Indemnification Holdback Claim Period, if any, or (ii) if no joint written notice is delivered to Purchasers within five Business Days after the date of expiration of the Indemnification Holdback Claim Period, pro rata in proportion to the Sellers’ respective Holdback Percentages. If, upon the expiration of the Indemnification Holdback Claim Period, Purchaser Sub retains any portion of the Indemnification Holdback Fund to satisfy any then unresolved or unsatisfied claims for Losses and such portion of the Indemnification Holdback Fund is not fully exhausted following the final resolution of all such claims for Losses, then Purchaser Sub will deliver any leftover portion of the Indemnification Holdback Fund (any such funds, the “Retained Funds”) to the Sellers pro rata in proportion to the Sellers’ respective Holdback Percentages. Interest will accrue on the Retained Funds starting on the expiration of the Indemnification Holdback Claim Period until the payment of the Retained Funds to the Sellers at a rate per annum equal to the statutory rate of interest in Japan. Purchaser Sub will pay all such accrued interest to the Sellers pro rata in proportion to the Sellers’ respective Holdback Percentages.

Holdback. A Purchaser Indemnitee The Buyer shall withhold the Holdback Amount from the payment of Consideration in Clause 4.1.3. The pro rata share of the Holdback Amount of each Seller is set out in Schedule 1, and the amount of Consideration received by each Seller on Completion shall be paid from reduced by such amount. The Buyer shall be entitled to the Indemnification extent set out in this Clause 5 to have recourse to the Holdback Fund Amount to obtain payment of any amounts due to it under any Claims and claims under the Indemnities (“Relevant Claims”) provided that such Relevant Claims have been Settled or Determined in accordance with Clause 5.6. On the date that is nine months after Completion (or if such date is not a Business Day, the first Business Day immediately following such date) (the “Initial Holdback Release Date”) (such period referred to herein as the “Initial Holdback Period”), the Buyer shall pay, by way of a transfer of funds to the Sellers’ Solicitor’s Account, an amount equal to half of the Holdback Amount, after deducting: the amount of all Relevant Claims Settled or Determined pursuant to Clause 5.6; and the amount of any Damage for which it has been finally determined unresolved Relevant Claims, (the “Pending Claims”) delivered in accordance with Part 10.9(d) Clause 5.6.1 prior to termination of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Initial Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 Period (the “Indemnification Initial Unresolved Claims Amount”), which Initial Unresolved Claims Amount shall remain with the Buyer until such Pending Claims have been Settled or Determined in accordance with Clause 5.6. On the date that is nine months after the Initial Holdback Claim Release Date (the “Subsequent Holdback Release Date”), (such period referred to herein as the “Subsequent Holdback Period”). Notwithstanding anything , the Buyer shall pay, by way of a transfer of funds to the contrary in this AgreementSellers’ Solicitor’s Account, on an amount equal to the date of expiration remainder of the Indemnification Holdback Claim PeriodAmount, such portion after deducting the amount of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Pending Claims Notice delivered to the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Section 8. Within three business days after the date of expiration Clause 5.6.1 prior to termination of the Indemnification Subsequent Holdback Period (the “Subsequent Unresolved Claims Amount”), which Subsequent Unresolved Claims Amount shall remain within the Buyer until such Pending Claims have been Settled or Determined in accordance with Clause 5.6. As each Pending Claim Periodis Settled or Determined, the Indemnification Holdback Fund, less any an amount determined pursuant equal to the previous sentencedifference, if any, between the amount retained by the Buyer in respect of such Pending Claim (being either the Initial Unresolved Claims Amount or the Subsequent Unresolved Claims Amount) less the final amount of the Settled or Determined Pending Claim, shall be paid by the Purchaser way of a transfer of funds to the SellerSellers’ Solicitor’s Account. Relevant Claims including Pending Claims shall be Settled or Determined in accordance with Clause 5.6.

Holdback. A Purchaser Indemnitee At the Closing, an amount equal to $7,000,000 (the “Holdback Amount”; and together with all earnings thereon, the “Holdback Funds”) shall be paid from deposited by the Indemnification Holdback Fund Buyer, or on the amount Buyer’s behalf, in an account with the Escrow Agent as security for the obligations of the Seller under this Agreement. Subject to any Damage for which it has been finally determined payments owed in accordance with Part 10.9(d‎Section 1.2 of this Agreement or claims made in accordance with Section ‎10 of this Agreement, (i) the Initial Holdback Funds Release Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance of the Disclosure Letter that such Purchaser Indemnitee is entitled Holdback Funds, not subject to indemnification pursuant any pending claims, shall be released (by delivery of joint written instructions by Seller and Buyer to this Section 8, promptly after such final determination. So long as any Escrow Agent) by the Escrow Agent to the Seller on the second Business Day following the first (1st) anniversary of the Indemnification Closing Date (the “Holdback Amount remains in Termination Date”) and (iii) any balance of the Indemnification Holdback Fund, Funds subject to pending claims on the Indemnification Holdback Fund Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from post-Closing adjustment to the Indemnification Holdback Fund may be initiated shall commence on the Estimated Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller Consideration pursuant to Section 8.2 prior 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect to breaches of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the expiration Buyer, to be treated as the owner of the Indemnification Holdback Claim Period) shall remain in Amount for federal and state Tax purposes. If the Indemnification Holdback Fund until Seller does not make such claims for Damages have been resolved or satisfied in accordance with this Section 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Periodelection, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, Buyer shall be paid by the Purchaser to the Sellerso treated.

Holdback. A Purchaser Indemnitee The "Holdback Amount" shall be paid from an amount equal to -------- $1,000,000 cash, which Buyer, at the Indemnification Holdback Fund Closing, shall retain pending the determination of the amount of the Equipment adjustment, Inventory adjustment and Accounts Receivable adjustment pursuant to Sections 2.5.1, 2.5.2 and 2.5.3, respectively, and Sellers' indemnification obligations, if any, as set forth in Section 10.3, and pending the completion of any Damage environmental remediation required under Section 6.8 hereof which is not resolved by the Closing Date. Of such Holdback Amount, (i) $200,000 will be allocated to the resolution of the Equipment and inventory adjustments pursuant to Sections 2.5.1 and 2.5.2, (ii) $200,000 will be allocated to the resolution of the Accounts Receivable adjustment pursuant to Section 2.5.3, and (iii) $200,000 will be allocated to the resolution of Seller's indemnification obligations pursuant to Section 10.3. The remainder of the holdback will be held by Buyer and released after one year, to the extent not the subject of a pending indemnification claim. Notwithstanding anything in the foregoing to the contrary, if any portion of the Holdback Amount specified in this Section 2.4.3 proves to be insufficient for which it has been finally determined resolution of the matter subject to adjustment therein, Buyer may in its sole discretion elect to transfer a portion of the Holdback Amount allocated to another matter to resolve such deficiency. Promptly upon the resolution of each of the foregoing adjustments or indemnification or remediation obligations in accordance with Part 10.9(d) the time periods provided herein for its resolution, Buyer will remit to Sellers that portion of the Disclosure Letter that Holdback Amount allocated to the resolution of such Purchaser Indemnitee item, net of any amount which Buyer is entitled to retain under the provisions of Sections 2.5 and 10.3 hereof. In the event of any disagreement between Buyer and Sellers regarding the dollar amount of any such adjustment or indemnification pursuant or remediation obligation, Buyer shall nevertheless be obligated to this Section 8, promptly after such final determination. So long as remit to Sellers any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this Agreement, on the date of expiration of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may be necessary, Amount which is allocable to such item and is not in the reasonable judgment dispute. Promptly upon resolution of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied disagreement in accordance with this Section 8the terms hereof, Buyer shall remit to Sellers any remaining portion of the Holdback Amount to which Sellers are entitled. Within three business Notwithstanding the foregoing, Buyer shall not be limited to the Holdback Amount (or allocable portion thereof) as a sole remedy in the event that any purchase price adjustment or indemnification or remediation obligation exceeds the Holdback Amount (or allocable portion thereof); rather, in such event, Buyer shall have the right to collect promptly from Sellers, in cash, the amount of such excess. All Holdback Amounts, including those amounts in dispute which are eventually paid to Sellers, remitted to Sellers 121 days or later after the date Closing shall include interest on such unremitted amounts calculated at the annual interest rate of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the Seller6.5%.

Holdback. A Purchaser Indemnitee The Banks have required that Borrower reserve from the amounts available to be borrowed under this Agreement an amount necessary to cover (a) the corporate general and administrative costs of the Borrower, and (b) operating expenses for each Non-Stabilized Property for which net operating income from such property is insufficient to cover (such amount pursuant to clause (b) is hereinafter referred to as the "Negative Carry") as reasonably determined by the Borrower subject to the approval of the Agent in an amount to cover all such costs for a period of eighteen (18) months; provided that in the event that as of any date of determination such amount shall not have been determined as so provided, then such amount shall be paid from as reasonably determined by Agent (such amount is hereafter referred to as the Indemnification "Holdback"). Amounts reserved under the Holdback Fund shall not bear interest until disbursed. The Borrower may request a disbursement of amounts reserved pursuant to the Holdback to pay such costs as such costs are incurred, but at no time shall the amount of any Damage the Holdback be less than an amount sufficient to cover such cost and expenses for which it has been finally determined in accordance with Part 10.9(dperiod of six (6) months, and the Borrower shall take such actions as are necessary (including the prepayment of the Disclosure Letter that Loan to reinstate the Holdback to such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8minimum level if it should ever fall below such level). At such time as a Non-Stabilized Property shall become a Stabilized Property, promptly after the Holdback for such final determinationNon-Stabilized Property shall be eliminated. So long as any As of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 date of this Agreement, the Holdback is $6,600,000.00. The period during Holdback shall be determined by the Agent for each additional Mortgaged Property that is included as Collateral which claims for indemnification from is a Non-Stabilized Property at the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything time such property is added to the contrary Collateral. At such time as the Borrower is able to comply with the covenants set forth in this Agreement, on the date of expiration Section 9.1 and 9.2 assuming that general and administrative costs of the Indemnification Holdback Claim Period, such portion of Borrower and the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages uncapitalized Negative Carry are added back (with respect to the extent specified calculation in any Claims Notice delivered to Section 9.2) and that the Seller pursuant to Section 8.2 prior to the expiration of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have has been resolved or satisfied in accordance with this Section 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Periodfully disbursed, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall no longer be paid by the Purchaser to the Sellerrequired.

Holdback. A Purchaser Indemnitee The "Aggregate Holdback Amount" shall be paid from an amount equal to -------- $3,150,000, which Buyer, at the Indemnification Holdback Fund Closing, shall retain pending the determination of the amount of any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification Equipment adjustment and Inventory adjustment pursuant to this Sections 2.7.1 and 2.7.2, respectively, Seller's indemnification obligations, if any, as set forth in Section 810.3, promptly after such final determination. So long as pending the completion of any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee environmental remediation required under Section 8.2 of this Agreement. The period during 6.7 hereof which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on is not resolved by the Closing Date and terminate at 5:00 p.m.pending a Final Determination in the Xxxxxx Litigation. Of such Aggregate Holdback Amount, Pacific Time(i) $400,000 will be allocated to the resolution of the Equipment adjustment pursuant to Section 2.7.1, on December 31(ii) $50,000 will be allocated to the resolution of the Inventory adjustment pursuant to Section 2.7.2, 2014 (iii) $200,000 will be allocated to the resolution of the Accounts Receivable adjustment pursuant to Section 2.7.3, (iv) $1,000,000 will be allocated to the resolution of Seller's indemnification obligations pursuant to Xxxxxxx 00.0 (Xxxxxxx (x), (xx), (xxx) and (iv) being the "Holdback Amount"), and (y) $1,500,000 will be allocated to resolution of the Xxxxxx Litigation (the “Indemnification "Xxxxxx Holdback Claim Period”Amount"). Notwithstanding anything in the foregoing to the contrary in this Agreementcontrary, on the date of expiration of the Indemnification Holdback Claim Period, such if any portion of the Indemnification Holdback Fund as may be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent Amount specified in any Claims Notice delivered this Section 2.7.3 proves to the Seller pursuant to Section 8.2 prior to the expiration be insufficient for resolution of the Indemnification matter subject to adjustment therein, Buyer may in its sole discretion elect to transfer a portion of the Holdback Claim Period) shall remain in Amount allocated to another matter to resolve such deficiency. Promptly upon the Indemnification Holdback Fund until such claims for Damages have been resolved resolution of each of the foregoing adjustments or satisfied indemnification or remediation obligations in accordance with this Section 8. Within three business days after the date of expiration time periods provided herein for its resolution, Buyer will instruct the Escrow Agent remit to Seller that portion of the Indemnification Holdback Claim PeriodAmount allocated to the resolution of such item, net of any amount which Buyer is entitled to retain under the provisions of Sections 2.7 and 10.3 hereof. In the event of any disagreement between Buyer and Seller regarding the dollar amount of any such adjustment or indemnification or remediation obligation, Buyer shall nevertheless be obligated to instruct the Escrow Agent remit to Seller any portion of the Holdback Amount which is allocable to such item and is not in dispute. Promptly upon resolution of any such disagreement in accordance with the terms hereof, Buyer shall remit to Seller any remaining portion of the Holdback Amount to which Seller is entitled. Notwithstanding the foregoing, Buyer shall not be limited to the Holdback Amount (or allocable portion thereof) as a sole remedy in the event that any purchase price adjustment or indemnification or remediation obligation exceeds the Holdback Amount (or allocable portion thereof); rather, in such event, Buyer shall have the right to collect promptly from Seller, in cash, the Indemnification amount of such excess. The Aggregate Holdback Fund, less any amount determined Amount will be held in escrow pursuant to an Escrow Agreement in substantially the previous sentence, shall be paid by the Purchaser to the Sellerform attached hereto as Exhibit 2.6.

Holdback. A Purchaser Indemnitee Seller agrees that the aggregate sum equal to $1,725,000 (the "Holdback Funds") otherwise payable to Seller for the Assets and the Shares (as defined in the Stock Purchase Agreement among Seller, Parent and Buyer dated as of the date hereof and relating to the purchase and sale of the stock of Sampson County Disposal, Inc. (the "Stock Purchase Agreement")) on the Xxxxxxg Date shall be paid from retained by Buyer for a period of three months after the Indemnification Closing Date (the "Holdback Fund Period"). Buyer shall be entitled to commingle the amount Holdback Funds with its general accounts. If Buyer discovers the absence or nonconforming condition of any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter Assets, or if Buyer otherwise determines that such Purchaser Indemnitee it is entitled to indemnification pursuant to this Section 8Article 11, promptly after then Buyer shall be entitled to deduct an equitable amount from the Holdback Funds for each such final determinationabsence, nonconforming condition, undisclosed liability or indemnification obligation. So long Except as set forth below, upon the expiration of the three-month period, all remaining Holdback Funds shall be delivered to Seller plus accrued simple interest thereon at the rate of 6.25% per annum. At any time or from time to time during the Holdback Period, Buyer shall notify Seller of the amount, if any, that Buyer wishes to deduct from the Holdback Funds; provided, however, that Buyer shall not be entitled to withhold any of the Indemnification Holdback Amount remains Funds unless (a) the aggregate amount of the deduction equals or exceeds the minimum amount set forth in Section 11.4 or (b) the Indemnification Holdback Fund, amount of the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by deduction relates to a Purchaser Indemnitee Title Defect (as defined in 5.5(b)(xiv) or was discovered in connection with title or survey reviews permitted under Section 8.2 3.8. If Seller disagrees with the amount Buyer wishes to deduct, then Seller shall so notify the Buyer in writing, and the parties will have 45 days from the date of such notice to resolve the dispute among themselves. If the parties have not resolved such dispute within such 45-day period, then Buyer and Seller shall submit the dispute to arbitration as provided in Section 14.13 of this Agreement. The period during which claims for indemnification from parties each agree to be bound by the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”)decision reached in such arbitration. Notwithstanding anything to the contrary in this Agreement, on the date of expiration All costs of the Indemnification Holdback Claim Period, such portion of the Indemnification Holdback Fund as may arbitration shall be necessary, in the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to split equally between Buyer and Seller. To the extent specified in any Claims Notice delivered that the Holdback Funds are insufficient to the remove a Title Defect, Seller pursuant shall immediately cause sufficient additional monies to Section 8.2 prior be deposited with Buyer so as to the expiration enable Buyer to cause such Title Defect to be eliminated and/or removed of the Indemnification Holdback Claim Period) shall remain in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Section 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the Sellerrecord.

Holdback. A Purchaser Indemnitee At the Closing, the Holdback Merger Consideration shall be paid withheld by Parent from the Indemnification Holdback Fund Total Merger Consideration otherwise payable to the amount of any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant Shareholders. Subject to this Section 81.9 and Section 8.9, promptly after such final determination. So long as any within three (3) Business Days following the Holdback Release Date, Parent shall deliver the remaining Holdback Merger Consideration to the Shareholders’ Representative for the benefit of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”)Shareholders. Notwithstanding anything in this Agreement to the contrary in contrary, if Parent has given written notice to the Shareholders’ Representative of one or more Claims pursuant to Section 8.7 of this AgreementAgreement or any other section of this Agreement providing for payment of expenses from the remaining Holdback Merger Consideration and all such Claims have not been finally resolved prior to the Holdback Release Date, on the date of expiration Parent may withhold from its delivery of the Indemnification Holdback Claim Period, such portion of the Indemnification remaining Holdback Fund as may Merger Consideration otherwise required to be necessaryremitted on the Holdback Release Date, pending resolution of such Claims, an amount of cash and/or Parent Stock, in Parent’s sole discretion, that represents Parent’s good faith estimate of the reasonable judgment amount to which it would be entitled if it prevailed with respect to such Claims. If, upon final resolution of Purchaserall such Claims, the aggregate amount withheld by Parent is greater than the Shareholders’ aggregate liability with respect to satisfy any all such Claims then unresolved or unsatisfied claims for Damages (Parent shall deliver to the extent specified Shareholders’ Representative, for the benefit of the Shareholders, the Holdback Merger Consideration in any Claims Notice delivered an amount equal to such difference. Subject to the Seller pursuant terms and conditions herein, each Shareholder shall be entitled to Section 8.2 prior to receive from the expiration Shareholders’ Representative, on behalf of Parent, as promptly as practicable following the Holdback Release Date and if applicable, such later date as all Claims are finally resolved, such Shareholder’s portion of the Indemnification remaining Holdback Claim Period) shall remain in Merger Consideration set forth on the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied in accordance with this Section 8. Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the SellerCapitalization Certificate.

Holdback. A At Closing, Purchaser Indemnitee shall withhold and retain a fraction of the cash portion of the Purchase Price (“Holdback Amount”) that otherwise would be paid from the Indemnification Holdback Fund the amount of any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this AgreementShareholders, on the date of expiration of the Indemnification Holdback Claim Period, and pay such portion of the Indemnification Purchase Price as described in this Section. The Holdback Fund as may Amount shall be necessary, $200,000. The Shareholders understand and agree that the Holdback Amount shall be held in a separate account of Purchaser (“Holdback Account”) to completely secure the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller ’s indemnification and Setoff rights pursuant to Section 8.2 prior 7 (other than those specifically provided for in the amended Section 7.3 below). Subject to the expiration rights of the Indemnification Holdback Claim Period) Purchaser set forth herein, the Company shall remain deliver to the Shareholders one half of the amount remaining in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied Account that is not subject to Purchaser’s indemnification and Setoff rights under Section 7 on the first anniversary of the Closing and the balance of the amount remaining in accordance with the Holdback Account that is not subject to Purchaser’s indemnification and Setoff rights under Section 7 on the second anniversary of the Closing. Notwithstanding the foregoing provisions of this Section 8. Within three business days after 1.7, the date of expiration Shareholders shall not be entitled to receive any portion of the Indemnification Holdback Claim PeriodAmount unless on the first anniversary of the Closing XxXxxxxx is an employee of Purchaser or one of Purchaser’s subsidiaries and the Shareholders shall not be entitled to receive any portion of the Holdback Amount on the second anniversary of the Closing or thereafter unless on such date XxXxxxxx is an employee of Purchaser or one of Purchaser’s subsidiaries; provided, however, that at either on or before the Indemnification Holdback Fundfirst or second anniversary of the Closing, less any amount determined pursuant to if the previous sentencePurchaser shall have terminated XxXxxxxx without Cause, then the Shareholders shall be entitled to receive the relevant payments from the Holdback Account. Any portion of the Holdback Amount that is paid by the Purchaser to the Seller.Shareholders shall be allocated among the Shareholders as follows: (i) 40% to XxXxxxxx, (ii) 40% to Xxxxxxx, (iii) 18% to MA Corp and (iv) 2% to Xxxxx. Amendment to Acquisition and Stock Purchase Agreement

Holdback. A At Closing, Purchaser Indemnitee shall withhold and retain a fraction of the Cash portion of the Purchase Price (“Holdback Amount”) that otherwise would be paid from the Indemnification Holdback Fund the amount of any Damage for which it has been finally determined in accordance with Part 10.9(d) of the Disclosure Letter that such Purchaser Indemnitee is entitled to indemnification pursuant to this Section 8, promptly after such final determination. So long as any of the Indemnification Holdback Amount remains in the Indemnification Holdback Fund, the Indemnification Holdback Fund shall be the sole source of recovery for any Damage incurred by a Purchaser Indemnitee under Section 8.2 of this Agreement. The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”). Notwithstanding anything to the contrary in this AgreementShareholders, on the date of expiration of the Indemnification Holdback Claim Period, and pay such portion of the Indemnification Purchase Price as described in this Section. The Holdback Fund as may Amount shall be necessary, $300,000. The Shareholders understand and agree that the Holdback Amount shall be held in a separate account of Purchaser (“Holdback Account”) to partially secure the reasonable judgment of Purchaser, to satisfy any then unresolved or unsatisfied claims for Damages (to the extent specified in any Claims Notice delivered to the Seller ’s indemnification and Setoff rights pursuant to Section 8.2 prior 7. Subject to the expiration rights of the Indemnification Holdback Claim Period) Purchaser set forth herein, the Company shall remain deliver to the Shareholders one half of the amount remaining in the Indemnification Holdback Fund until such claims for Damages have been resolved or satisfied Account that is not subject to Purchaser’s indemnification and Setoff rights under Section 7 on the first anniversary of the Closing and the balance of the amount remaining in accordance with the Holdback Account that is not subject to Purchaser’s indemnification and Setoff rights under Section 7 on the second anniversary of the Closing. Notwithstanding the foregoing provisions of this Section 8. Within three business days after 1.7, the date of expiration Shareholders shall not be entitled to receive any portion of the Indemnification Holdback Claim Period, Amount unless on the Indemnification first anniversary of the Closing XxXxxxxx is an employee of Purchaser or one of Purchaser’s subsidiaries and the Shareholders shall not be entitled to receive any portion of the Holdback Fund, less any amount determined pursuant to Amount on the previous sentence, shall be second anniversary of the Closing or thereafter unless on such date XxXxxxxx is an employee of Purchaser or one of Purchaser’s subsidiaries. Any portion of the Holdback Amount that is paid by the Purchaser to the Seller.Shareholders shall be allocated among the Shareholders as follows: (i) 80% to XxXxxxxx, (ii) 18% to MA Corp and (iii) 2% to Xxxxx. Acquisition and Stock Purchase Agreement