Common use of Holdbacks Clause in Contracts

Holdbacks. ‌ All Charges for the Transition-In Services and, as applicable, other Charges for Fixed Fee Projects (Non- Recurring Initiatives) under this Agreement, shall be allocated among the Key Milestones as set forth in the applicable pricing Exhibit for such Services (“Key Milestone Allocation”), including, as to the Transition-In Services, Exhibit P.1.2 (Fixed Transition-In Fee Payments). The amount allocated to each Key Milestone need not be the same; provided, however, all allocated amounts must aggregate to equal the sum of all Charges for the Project to which such Key Milestones apply. The Key Milestone Allocation will be divided by the number of months set forth in Exhibit T (Transition-In) or the original Work Order or Amendment for completion of the Key Milestone (“Key Milestone Scheduled Duration”), and that amount shall be multiplied by sixty-five percent (65%) to determine the “Monthly Key Milestone Payment.” The Monthly Key Milestone Payment will be made by County only for the Key Milestone Scheduled Duration. The remaining thirty-five percent (35%) of the amounts Charged (“Holdback Amount”) will be payable as set forth in this Section 2.15 (Holdbacks). All amounts invoiced by Supplier for the Transition-In Services or other applicable Fixed Fee Projects shall be subject to the Holdback Amount. The Holdback Amount for each Key Milestone will be payable to Supplier based upon County’s Approval of such Key Milestone in accordance with the terms herein. A Key Milestone shall be deemed Approved for purposes of this Section 2.15 (Holdbacks) on the earliest date that all of the tasks, subtasks, Deliverables, goods, Services, and other work required for completion of the Key Milestone, including all Key Deliverables associated with such Key Milestone, are completed, tested for acceptability, and Approved in writing by County. The determination of whether each Key Milestone has been so completed and so Approved shall be made by the County’s CIO (or his or her designee) as soon as practicable after County is informed by Supplier that such Key Milestone has been completed and is given all the necessary information, data, and documentation to verify such completion. If a Key Milestone is not Approved due to its failure to meet the applicable Acceptance Criteria or tests within thirty (30) Calendar Days of its scheduled completion per Exhibit T (Transition-In) or the applicable Work Order or Amendment, the Holdback Amount will not be paid until Approval of the next Key Milestone. No accumulated Holdback Amounts will be paid as to any Key Milestone, until all preceding Key Milestones have been Approved. For the avoidance of doubt, all Transition-In Milestones set forth under Exhibit T (Transition-In) are Key Milestones.

Holdbacks. ‌ All Charges for the Transition-In Services and, as applicable, other Charges for Fixed Fee Projects (Non- Recurring Initiatives) under this Agreement, The Fees shall be allocated among the Key Milestones Deliverables as set forth in the applicable pricing Exhibit for such Services A (“Key Milestone Allocation”), including, as to the Transition-In Services, Exhibit P.1.2 (Fixed Transition-In Fee PaymentsStatement of Work). The amount allocated to each Key Milestone Deliverable need not be the same; , provided, however, all allocated amounts must aggregate to equal the sum of all Charges for the Project to which such Key Milestones applyFees. The Key Milestone Allocation will be divided by the number of months set forth in Exhibit T (Transition-In) or the original Work Order or Amendment for completion of the Key Milestone (“Key Milestone Scheduled Duration”), and that amount shall be multiplied by sixty-five Ninety percent (6590%) to determine the “Monthly Key Milestone Payment.” The Monthly Key Milestone Payment of each amount due and payable for each Deliverable will be made by County only for the Key Milestone Scheduled DurationDeliverable. The remaining thirty-five ten percent (3510%) of the cumulative amounts Charged invoiced (“Holdback Amount”) will be payable as set forth in upon Final Acceptance of the Solution, subject to adjustment for any amounts arising under this Section 2.15 (Holdbacks)Agreement owed to County by Contractor. All amounts invoiced by Supplier Contractor for the Transition-In Services or other applicable Fixed Fee Projects shall be subject to the Holdback Amount. The Holdback Amount for each Key Milestone will be payable to Supplier Contractor based upon County’s Approval approval of such Key Milestone the applicable Deliverable, as set forth in Exhibit A (Statement of Work). County will hold back ten percent (10%) of the amount of each invoice submitted by Contractor under this Agreement and approved by County pursuant to Sub- paragraph 7.7 (Invoices and Payments). With respect to (i) the work completed and delivered by Contractor prior to Final Acceptance in accordance with the terms project plan, the cumulative amount of such holdbacks shall be due and payable to Contractor upon Final Acceptance, and (ii) the work completed and delivered by Contractor via Change Notice (as defined in Sub-paragraph 13.2 of this Agreement) or amendment following Final Acceptance, the cumulative amount of the applicable holdbacks shall be due and payable to Contractor upon County’s Acceptance of such work, all subject to adjustment of any amounts arising under this Agreement owed to County by Contractor, including, but not limited to, any amount arising from Sub-paragraph 7.9 (Invoice Discrepancies), and any partial termination of any task or Deliverable set forth in Exhibit A (Statement of Work) provided herein. A Key Milestone Notwithstanding the foregoing in this Sub-paragraph 7.6 (Holdbacks), where the Statement of Work provides, there shall be deemed Approved for purposes of this Section 2.15 (Holdbacks) on the earliest date that all of the tasks, subtasks, Deliverables, goods, Services, and other work required for completion of the Key Milestone, including all Key Deliverables associated with such Key Milestone, are completed, tested for acceptability, and Approved in writing by County. The determination of whether each Key Milestone has been so completed and so Approved shall be made by the County’s CIO (or his or her designee) as soon as practicable after County is informed by Supplier that such Key Milestone has been completed and is given all the necessary information, data, and documentation to verify such completion. If a Key Milestone is not Approved due to its failure to meet the applicable Acceptance Criteria or tests within thirty (30) Calendar Days of its scheduled completion per Exhibit T (Transition-In) or the applicable Work Order or Amendment, the Holdback Amount will not be paid until Approval of the next Key Milestone. No accumulated no Holdback Amounts will be paid as to any Key Milestone, until all preceding Key Milestones have been Approved. For the avoidance of doubt, all Transition-In Milestones set forth under Exhibit T (Transition-In) are Key Milestonesapplicable and no fees held back pending Final Acceptance.

Holdbacks. ‌ All Charges for (i) If Sprint shall file a Registration Statement pursuant to Section 2 or covered by Section 3 in connection with an underwritten public offering by a Selling Stockholder of Derivative Securities or Registrable Securities and the Transition-In Services and, as applicable, lead managing underwriter or underwriters advise Sprint in writing (in which case Sprint shall promptly notify the Stockholders) that a public sale or distribution (including a sale pursuant to Rule 144 under the Securities Act) of Registrable Securities other Charges for Fixed Fee Projects (Non- Recurring Initiatives) under this Agreement, shall be allocated among the Key Milestones as set forth in the applicable pricing Exhibit for such Services (“Key Milestone Allocation”), including, as than pursuant to the Transition-In Servicesunderwritten public offering contemplated by such Registration Statement would materially adversely impact such underwritten public offering, Exhibit P.1.2 (Fixed Transition-In Fee Payments). The amount allocated then each Stockholder agrees to the extent not inconsistent with applicable law, to refrain from effecting any public sale or distribution of Registrable Securities or securities convertible into, or exchangeable or exercisable for, or the value of which relates to or is based upon, such securities during the ten days prior to, and during the ninety day period beginning on, the effective date of such Registration Statement or such shorter period as may be requested by such underwriters, except as part of such underwritten public offering, in each Key Milestone need not be the samecase including a sale pursuant to Rule 144; provided, however, all allocated amounts must aggregate to equal that the sum of all Charges for the Project to which such Key Milestones apply. The Key Milestone Allocation will be divided by the number of months set forth in Exhibit T (Transition-In) or the original Work Order or Amendment for completion of the Key Milestone (“Key Milestone Scheduled Duration”), and that amount shall be multiplied by sixty-five percent (65%) to determine the “Monthly Key Milestone Payment.” The Monthly Key Milestone Payment will be made by County only for the Key Milestone Scheduled Duration. The remaining thirty-five percent (35%) of the amounts Charged (“Holdback Amount”) will be payable as limitation set forth in this Section 2.15 paragraph (Holdbackse)(i) shall not apply to any public sale or distribution of Registrable Securities made in connection with the settlement of a Derivative Security or if such limitation would arise solely due to the exercise of Incidental Registration Rights by one or more other Stockholders. (ii) Sprint agrees (A) not to engage in any public sale or distribution of any securities of the same class or series as the Registrable Securities or securities convertible into, or exchangeable or exercisable for, or the value of which relates to or is based upon, such securities during the ten days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to any public offering of Registrable Securities (including any offering of Derivative Securities to the extent the lead book running managing underwriter for such offering advises Sprint in writing that a public sale or distribution during such 90-day period (including a sale pursuant to Rule 144 under the Securities Act) of Registrable Securities by Sprint other than pursuant to the underwritten public offering contemplated by such registration statement would materially adversely impact such underwritten public offering). All amounts invoiced by Supplier for , but not including the Transition-In Services delivery of Registrable Securities to holders of Derivative Securities upon settlement of such Derivative Securities, except as part of such registration and (B) that the Amended FT/DT Agreement and any agreement entered into after May 26, 1998 pursuant to which Sprint agrees to register or to permit the participation in the registration of any securities of Sprint shall contain a provision under which holders of any such securities agree not to effect any public sale or distribution of any such securities during the periods described in clause (A) above, in each case including a sale pursuant to Rule 144; provided, that the limitation set forth in this paragraph (e)(ii) shall not apply to: (w) registrations on Form S-4 or any other registration of shares issued in a merger, consolidation, acquisition or similar transaction or on Form S-8, or any successor or comparable forms or a registration statement filed in connection with an exchange offer of securities of the Company made solely to the Company's existing stockholders or otherwise pursuant to a dividend reinvestment plan, stock purchase plan or other applicable Fixed Fee Projects shall be subject employee benefit plan; (x) sales upon exercise or exchange, by the holder thereof, of options, warrants or convertible securities; (y) any other agreement to the Holdback Amount. The Holdback Amount for each Key Milestone will be payable to Supplier based upon County’s Approval of issue equity securities or securities convertible into, or exchangeable or exercisable for, such Key Milestone securities in accordance with the terms herein. A Key Milestone shall be deemed Approved for purposes of this Section 2.15 (Holdbacks) effect on the earliest date that all of the tasks, subtasks, Deliverables, goods, Services, and other work required for completion of the Key Milestone, including all Key Deliverables associated with such Key Milestone, are completed, tested for acceptability, and Approved in writing by County. The determination of whether each Key Milestone has been so completed and so Approved shall be made by the County’s CIO (or his or her designee) as soon as practicable after County is informed by Supplier that such Key Milestone has been completed and is given all the necessary information, data, and documentation to verify such completion. If a Key Milestone is not Approved due to its failure to meet Selling Stockholders deliver the applicable Acceptance Criteria request for registration to Sprint pursuant to Section 2 or tests within thirty Section 3; and (30z) Calendar Days of any employee benefit plan (if necessary to allow such plan to fulfill its scheduled completion per Exhibit T (Transition-In) or funding obligations in the applicable Work Order or Amendment, the Holdback Amount will not be paid until Approval of the next Key Milestone. No accumulated Holdback Amounts will be paid as to any Key Milestone, until all preceding Key Milestones have been Approved. For the avoidance of doubt, all Transition-In Milestones set forth under Exhibit T (Transition-In) are Key Milestonesordinary course).

Holdbacks. ‌ All Charges Fees for the Transition-In Services and, as applicable, other Charges for Fixed Fee Projects (Non- Recurring Initiatives) Work Orders under this Agreement, Agreement shall be allocated among the Key Milestones Milestone(s) as set forth in the applicable pricing Exhibit Work Order for such Services (“Key Milestone Allocation”), including, as to with the Transition-In Services, Exhibit P.1.2 (Fixed Transition-In Fee Payments)exception of staff augmentation Work Orders. The amount allocated to each Key Milestone need not be the same; provided, however, all allocated amounts must aggregate to equal the sum of all Charges Fees for the Project Work Order to which such Key Milestones Milestone(s) apply. The Key Milestone Allocation will be divided by the number of months set forth in Exhibit T (Transition-In) or the original Work Order or Amendment for completion of the Key Milestone (“Key Milestone Scheduled Duration”), and that amount shall be multiplied by sixty-five percent (65%) to determine the “Monthly Key Milestone Payment.” The Monthly Key Milestone Payment will be made by County only for the Key Milestone Scheduled Duration. The remaining thirty-five percent (35%) of the amounts Charged Work Order Fees (“Holdback Amount”) will be payable as set forth in this Section 2.15 7.4.4 (Holdbacks). All amounts invoiced by Supplier Vendor for the Transition-In Services or other applicable Fixed Fee Projects Work Orders shall be subject to the Holdback Amount. The Holdback Amount for each Key Milestone will be payable to Supplier based upon County’s Approval written approval of such Key Milestone in accordance with the terms herein. A Key Milestone shall be deemed Approved approved by County for purposes of this Section 2.15 7.4.4 (Holdbacks) on the earliest date that all of the tasks, subtasks, Deliverables, goods, Services, and other work required for completion of the Key Milestone, including all Key Deliverables associated with such Key Milestone, are completed, tested for acceptability, and Approved approved in writing by County. The determination of whether each Key Milestone has been so completed and so Approved approved shall be made by the County’s CIO (or his or her designee) as soon as practicable after County is informed by Supplier Vendor that such Key Milestone has been completed and is given all the necessary information, data, and documentation to verify such completion. If a Key Milestone is not Approved approved in writing by County due to its failure to meet the applicable Acceptance Criteria or tests within thirty (30) Calendar Days calendar days of its scheduled completion per Exhibit T (Transition-In) or the applicable Work Order or Amendment, the Holdback Amount will not be paid until Approval of the next Key Milestone. No accumulated Holdback Amounts will be paid as to any Key Milestone, until all preceding Key Milestones have been Approved. For the avoidance of doubt, all Transition-In Milestones set forth under Exhibit T (Transition-In) are Key Milestonesapproved in writing by County.