Indemnification Holdback. At Closing, the Holdback Shares will be deemed issued to the Seller and/or its designees and transferred to Holdback Share Agent as security of the indemnification obligations of the Seller under this Article VII. Any portion of the Holdback Shares not previously released to, or permitted to be retained by, Purchaser as a result of an indemnification claim by Purchaser shall be released to the Seller (and/or any Seller Person) on the one-year anniversary of Closing; provided, however, that a portion of the Holdback Shares, which, in the reasonable judgement of the Purchaser (with the legal basis of such reasonable judgment of the Purchaser and the number of Holdback Shares requested by the Purchaser to be retained by the Holdback Share Agent pursuant to this Section 7.1 being set forth in a Claim Notice (as defined in Section 7.2(a)) signed by an executive officer of Parent and delivered to the Holdback Share Agent and the Seller), is necessary to satisfy any unsatisfied claims specified in any Claim Notice (as defined in Section 7.2(a) below) theretofore delivered to the Holdback Share Agent prior to the Holdback Distribution Date with respect to facts and circumstances existing on or prior to the Holdback Distribution Date (collectively, the “Disputed Holdback Shares”), shall be retained by the Holdback Share Agent until such claims have been resolved. Any Disputed Holdback Shares held by the Holdback Share Agent with respect to any pending but unresolved indemnification claims (as described in the immediately preceding sentence) shall be released to the Seller or released to, or permitted to be retained by, Purchaser (as appropriate) promptly upon resolution of each specific indemnification claim involved, as set forth in a writing mutually agreeable to the Parties hereto. For purposes of this Agreement, the value of a Holdback Share shall equal the Parent Stock Price. Each date of release of the Holdback Shares, whether on the one-year anniversary of Closing or once any indemnification claim(s) have been finally resolved pursuant to the terms hereof, shall be known as a “Holdback Distribution Date”. The Holdback Shares, when eligible for release, will be released as provided in Section 2.3.
Indemnification Holdback. At the Closing, Parent shall deduct from the Closing Consideration the amount of Parent Common Shares equal to $7.5 million, based on the Value of such shares on December 31, 2019, rounded up to the nearest whole number to avoid any fractional shares (the "Retained Parent Common Shares"), which shall be held by Parent in a segregated brokerage account (the "Indemnification Account") along with quarterly dividends earned on the Retained Parent Common Shares (the "Retained Dividends"), for the benefit of the Securityholders, until such Retained Parent Common Shares and Retained Dividends are delivered to the Securityholders pursuant to the provisions of Section 8.08(b). For the avoidance of doubt, Retained Dividends shall be used first in satisfaction of any claims, prior to liquidating and using any Retained Parent Common Shares that are ultimately used for the satisfaction of any claim under Section 8.02, and any such Retained Dividends (including any Retained Dividends pertaining to any Retained Parent Common Shares where such shares are used for the satisfaction of any claim under Section 8.02, because for example at the time of payment in settlement of any such claim those dividends had not been declared and paid) will not be delivered to Securityholders, but rather shall be returned to, and remain the exclusive property of, Parent.
Indemnification Holdback. 23,500 shares of the Townsgate Preferred Stock, 23,500 shares of the GGW Preferred Stock and 20,000 shares of the Mosam Preferred Stock issued at Closing shall be deposited into escrow with the Escrow Agent, pursuant to an escrow agreement (the “Indemnification Escrow Agreement”) in the form of Exhibit B hereto. The Townsgate Preferred Stock, GGW Preferred Stock and Mosam Preferred Stock held in escrow shall serve as security for the indemnification obligations of the Pivotshare and Mosam set forth in Article VI. Except as set forth in Section 6.6 of this Agreement, nothing in this Section 1.5, however, shall be construed as limiting the liability of the Key Holders for indemnification claims as set forth in Article VI, nor shall payments from such escrow be considered as liquidated damages for any breach under this Agreement or any other Transaction Document (as defined) or as modifying the relevant provisions of Article V.
Indemnification Holdback. A portion of the Initial Consideration in the amount of Five Hundred Thousand and 00/100 Dollars ($500,000) (the “Indemnification Holdback Amount”) shall be delivered to an escrow agent (the “Escrow Agent”) for purposes of providing additional security for the indemnification obligations of the Sellers under Section 11. The Escrow Agent shall be selected by Buyer and be reasonably acceptable to Company. The Indemnification Holdback Amount shall be placed in an interest-bearing escrow account by the Escrow Agent and shall be subject to the applicable provisions of this Agreement and the provisions of the Escrow Agreement in substantially the form attached as Exhibit A (the “Escrow Agreement”) between Buyer, the Shareholders’ Agent and the Escrow Agent. Subject to the Escrow Agreement and subject to any claims asserted by Buyer or the Surviving Corporation pursuant to Section 11, the Indemnification Holdback Amount (together with accrued interest) shall be released in full to the Shareholders’ Agent for the benefit of the Shareholders on the date which is thirty (30) days following the first anniversary of the Effective Time.
Indemnification Holdback. (a) 250,000 Shares (prior to any adjustment pursuant to Section 2.05(a)) shall be placed in an escrow account (the "Escrow Fund") with Greater Bay Trust Company (the "Escrow Agent") following the Closing to be available for indemnification claims pursuant to Section 5.01, if any (the "Indemnification Shares") for a period not to exceed three hundred sixty (360) days following the Closing (the "Escrow Period"), except as otherwise provided below. One hundred eighty (180) days after the Closing, 125,000 Shares (less the number of any Shares paid or claimed to be payable in connection with any claim pursuant to Section 5.01) shall be released from escrow, and three hundred sixty (360) days after the Closing, the remaining Shares shall be released from escrow. Notwithstanding the foregoing, to the extent insufficient shares remain in escrow, Seller shall meet its responsibilities pursuant to Sections 5.01 and 5.02 to indemnify the Purchaser's Indemnified Person's with timely cash payments in any amount or amounts up to and including the Indemnification Limit. Furthermore, existence of the Escrow Fund shall be extended in an amount equal to that portion of the Escrow Fund which, in the reasonable judgement of Purchaser, subject to the objection of Seller and the subsequent arbitration of the matter in the manner provided in Section 5.03(d) hereof, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate (as defined below) theretofore delivered to the Escrow Agent prior to the end of the Escrow Period (which amount shall remain in the Escrow Fund until such claims have been resolved). As soon as all such claims have been resolved, the Escrow Agent shall deliver to Seller the remaining portion of the Escrow Fund not required to satisfy such claims.
Indemnification Holdback. 28 7.1 Indemnification of Buyer and Precept . . . . . . . . . . . . . . . . . . 28 7.2 Notification of Claim; Set Off . . . . . . . . . . . . . . . . . . . . . 29 7.3
Indemnification Holdback. At the Closing, the General Holdback Property ------------------------ shall be delivered to the General Escrow Agent and placed in the General Escrow pursuant to the General Escrow Agreement. The General Holdback Property shall be held, administered and distributed in accordance with the terms of the General Escrow Agreement.
Indemnification Holdback. The Parties agree that, at Closing, US $3,000,000 of the Purchase Price plus the amount of the Estimated Tax Payment (“Indemnification Holdback”) shall be deposited into escrow with the Escrow Agent (the “Escrowed Cash”) to be held pursuant to the terms and conditions of a certain escrow agreement executed by and among the Parties and the Escrow Agent, in the form attached hereto as Exhibit B (“Escrow Agreement”). The Escrow Agreement shall provide for, among other things, (i) an escrow period of eighteen (18) months from the Closing Date, (ii) the terms of the payment to the State of Texas of the Estimated Tax Payment; and (iii) the release and disbursement to Seller (A) six months from the Closing Date of an amount of Escrowed Cash above US $2,000,000 that is not subject to a Claim Notice (exclusive of the Estimated Tax Payment ) and (B) twelve (12) months after the Closing Date of an amount of Escrowed Cash above $1,000,000 that is not subject to a Claim Notice (exclusive of the Estimated Tax Payment).
Indemnification Holdback. The sum of $672,000 (the “Indemnification Holdback Amount”) will be held back from the Purchase Price paid at Closing and retained by Buyer as security (but not the sole source of recovery) for the performance of the indemnification and other covenants, obligations and agreements of the Seller arising under this Agreement, any Transaction Document or otherwise.
Indemnification Holdback. At Closing, Purchaser shall withhold from delivery of the Purchase Price an amount equal to Five Hundred Thousand Dollars ($500,000) (the “Indemnification Holdback”). Purchaser may setoff and recoup against the Indemnification Holdback any amounts due by GTI Group Members to Purchaser hereunder with respect to any GTI Group Member’s indemnification obligations under Article VI. Purchaser shall deliver one-half (1/2) of the Indemnification Holdback, less any Purchaser claims for setoff or recoupment under this Agreement, on the date that is 180 days after the Closing Date (or the next business day if such date is not a business day) by wire transfer of federal funds to accounts to be designated by GTI within three (3) business days prior to payment. The remainder of the Indemnification Holdback not distributed to Purchaser pursuant to this Agreement shall be delivered to GTI (on behalf of Sellers) on the date that is 365 days after the Closing Date (or the next business day if such date is not a business day) by wire transfer of federal funds to accounts to be designated by GTI within three (3) business days prior to payment.
