Indemnity Holdback Sample Clauses
An Indemnity Holdback clause requires that a portion of the purchase price or payment be withheld for a specified period to cover potential indemnity claims. In practice, this means that if any losses, liabilities, or breaches arise after the transaction, the withheld funds can be used to compensate the affected party without the need for immediate legal action. This clause primarily serves to protect the buyer or recipient from unforeseen issues by ensuring that funds are readily available to address valid claims, thereby reducing risk and facilitating smoother dispute resolution.
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Indemnity Holdback. (a) With respect to each claim for indemnification asserted by Purchaser against Seller pursuant to Article 11 during the period from and after the Closing Date up to the date that is twelve (12) months following the Closing Date (the “Holdback Period”), upon final resolution or determination of such an indemnity claim by the Parties or in accordance with Section 12.7, such indemnity claim shall be paid, if and to the extent any Holdback Shares Balance remains, by deducting from the Holdback Shares Balance a number of Holdback Shares, rounded up to the nearest whole share, equal to the aggregate amount of such Damages, divided by the Reference Price. Purchaser shall promptly (and in any event within two (2) Business Days after such resolution or determination) cause written instructions to be delivered to the Transfer Agent instructing the Transfer Agent to cancel and retire the surrendered Holdback Shares. Purchaser and Seller shall cause the applicable Transfer Agent Documentation to be delivered to the Transfer Agent to effect the surrender of any Holdback Shares. For the avoidance of doubt, the Holdback Shares shall not be the sole and exclusive recourse of Purchaser for any breach of any representation, warranty or covenant of Seller pursuant to this Agreement or any other post-Closing liability of Seller pursuant to this Agreement (including any indemnity obligation), and, if the value of Holdback Shares is insufficient to fully satisfy any amounts to which any member of the Purchaser Group may be entitled hereunder, such insufficiency shall not be deemed to prohibit, restrict or otherwise limit such member of the Purchaser Group from seeking recovery hereunder.
(b) On January 1, 2027 (the “First Holdback Release Date”), Purchaser shall cause written instructions to be delivered to the Transfer Agent instructing the Transfer Agent to remove the Holdback Legend from a number of Holdback Shares equal to (i) fifty percent (50%) of the Holdback Shares Balance on the First Holdback Release Date minus (ii) the number of Holdback Shares, rounded to the nearest whole share, equal to (A) a reasonable reserve for any then-unresolved good faith claims for indemnification made pursuant to the terms of Article 11 (the “Disputed Items”) divided by (B) the Reference Price (calculated as of the First Holdback Release Date); provided, that if the number of remaining Holdback Shares in the Holdback Shares Balance is an amount that is equal to or less than fifty percen...
Indemnity Holdback. The Purchaser shall pay to the Escrow Agent, by wire transfer of immediately available funds to the account(s) specified by the Escrow Agent to the Purchaser, an amount equal to $[**] ($[**] of which constitutes one half of the retention under the R&W Policy) (the “Indemnity Holdback”). The Indemnity Holdback shall be held, invested and disbursed as specified in this Agreement and the Escrow Agreement; provided that any funds remaining with respect to the Indemnity Holdback on the day that is [**] after the Closing Date, which are not subject to a Claim made pursuant to this Agreement prior to such date, shall be disbursed by the Paying Agent to the Vendors within two (2) Business Days of such date; and
Indemnity Holdback. (a) Subject to the limitations of this Article IX, the Indemnity Holdback Amount shall constitute partial security for the benefit of the Buyer (on behalf of itself or any other Buyer Indemnitee) with respect to any Losses for which the Buyer is entitled to indemnification under this Article IX.
(b) No later than five (5) calendar days prior to the General Expiration Date, the Buyer will deliver to Seller written notice (the “Holdback Consideration Election Notice”), setting forth (i) the Holdback Cash Percentage and (ii) the Holdback Stock Percentage which together with the Holdback Cash Percentage shall equal one hundred percent (100%).
(c) To the extent the Holdback Stock Percentage in the Holdback Consideration Election Notice is not zero, no earlier than the first trading day preceding the General Expiration Date, the Buyer will deliver to Seller written notice (the “Holdback VWAP Reference Price Notice”), setting forth a calculation of the Holdback Release VWAP Reference Price.
Indemnity Holdback. On the Closing Date, the Buyer shall deposit (i) an amount in cash equal to $20,000,000 (“Indemnity Cash”), plus (ii) stock certificates representing the shares of the Buyer Preferred Stock issued to ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”) on behalf of the Sellers pursuant to the terms and conditions of the Sellers Contribution Agreement (collectively, the “Indemnity Holdback”) with the Escrow Agent, to be held and disbursed pursuant to an escrow agreement among the Buyer, the Sellers, the Sellers’ Representative and the Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit 2.2(a) attached hereto (the “Escrow Agreement”).
Indemnity Holdback. The Indemnity Holdback Shares (which shall include for purposes of this SECTION 11.7 any distributions accrued or made thereon after the date of this Agreement), the net proceeds of any sale of Indemnity Holdback Shares and any other securities or property which may be issued after the date hereof in exchange for such shares in any merger or recapitalization or similar transaction involving BCC) shall be deemed as of the Effective Time to be deposited by the Escrow Stockholders and Purchaser with the Escrow Agent, and certificates representing the Indemnity Holdback Shares shall be held by the Escrow Agent. The Escrow Stockholders shall deliver to the Escrow Agent at the Closing the Indemnity Escrow Agreement, appropriate stock powers endorsed in blank and such other documentation as the Escrow Agent may reasonably prescribe to carry out the purposes of this SECTION 11.7 So long as any Indemnity Holdback Shares are held by the Escrow Agent hereunder, BCC shall have, and the Escrow Stockholders by execution and/or approval of this Agreement hereby grant, effective as of the Effective Time, a perfected, first priority security interest in such Indemnity Holdback Shares to secure payment of amounts payable by the Escrow Stockholders in respect of claims under this ARTICLE 11. In connection therewith, the Escrow Stockholders shall execute and deliver such instruments as BCC or the Escrow Agent may from time to time reasonably request for the purpose of evidencing and perfecting such security interest.
Indemnity Holdback. Upon Vertex Ohio’s payment of the principal balance owing by Vertex Ohio under that certain promissory note in the principal amount of Five Million One Hundred Fifty Thousand Dollars ($5,150,000.00) made payable to Seller by Vertex Ohio (“Ohio Note”), Seller agrees to set aside an amount of the proceeds of the Ohio Note equal to Seller’s Indemnity Cap in an escrow account with Fidelity National Financial, Inc., or one of its affiliates (the “Indemnity Holdback”). The Indemnity Holdback shall be held in escrow until the expiration of the indemnity obligation set forth in Section 6.1(iii), above, at which point any remaining portion of the Indemnity Holdback shall be released to Seller. Subject to the provisions of this Agreement, Seller shall cause such escrow agent to pay to a Buyer Indemnified Party any amount of the Indemnity Holdback determined to be due under this Agreement upon a final and non-appealable judgment, determination, settlement or compromise of the S▇▇▇▇▇▇▇▇ Action in connection with a claim for Losses related to the S▇▇▇▇▇▇▇▇ Action by a Buyer Indemnified Party. Buyer and Seller agree that any amount of indemnifiable Losses related to the S▇▇▇▇▇▇▇▇ Action that is not in dispute, or with respect to which the dispute is fully and finally resolved, shall be paid promptly upon notice of such indemnifiable Losses or upon resolution of such dispute as described above, as applicable. Buyer and Seller hereby agree to promptly execute escrow instructions acceptable to Fidelity National Financial, Inc., or one of its affiliates, effectuating the provisions of this Section 6.2 promptly after the Closing.
Indemnity Holdback. (a) The Buyer shall retain, for the benefit of the Sellers and Payees, $1,500,000 (the "Indemnity Holdback Amount"). The Company, the Buyer and the Sellers agree that the Indemnity Holdback Amount will be available, as provided in this Article XI, to satisfy the indemnification obligations pursuant to Sections 11.2(g) and 11.2(h) of this Agreement. The Buyer acknowledges that it is holding the Indemnity Holdback Amount for the benefit of the Payees and Sellers solely for the purposes of the indemnity obligations set forth in Sections 11.2(g) and 11.2(h) hereof.
(b) Subject to the following requirements:
(i) $1,000,000 of the Indemnity Holdback Amount shall be held by the Buyer until the earlier to occur of (i) final settlement or judgment of the claims or actions, if any, described under Section 11.2(g) hereof or (ii) the expiration of the applicable statute of limitations related to all claims or actions described under Section 11.2(g) hereof; and
(ii) $500,000 of the Indemnity Holdback Amount shall be held by the Buyer until the earlier to occur of (i) final settlement or judgment of the claims or actions, if any, described under Section 11.2(h) hereof or (ii) the expiration of the applicable statute of limitations related to all claims or actions described under Section 11.2(h) hereof. The remaining balance of the portion of the Indemnity Holdback Amount held by Buyer and not used to pay any Damages related to all claims, actions or settlements related to the indemnification obligations set forth in Sections 11.2(g) or 11.2(h), respectively, shall be delivered promptly by Buyer to each of the Sellers and Payees, in cash, by bank cashiers, certified check (or company checks of Buyer in the case of Payee's) or wire transfer, pursuant to their respective Cash Participating Percentages.
Indemnity Holdback. The Indemnity Holdback will be disbursed in accordance with the Escrow Agreement.
Indemnity Holdback. Subject to the continued retention of any portion of the Indemnity Holdback that is the subject of a pending indemnification claim until resolution thereof, promptly after the eighteen (18) month anniversary of the Closing Date, Acquiror shall release to the Stockholders in accordance with Section 2.7 and 2.10, the Stock Consideration remaining in the Indemnity Holdback after satisfaction of any indemnifiable Losses (the date of the release of the entire balance of the Indemnity Holdback, the “Holdback Release Date”).
Indemnity Holdback. 24 5.7. Post-Closing Residual ▇▇▇▇▇ Assets Purchase Price Adjustment Procedure.......24 5.8. Post-Closing Residual ▇▇▇▇▇ Assets Purchase Price Adjustment Payment.........24 5.9. Residual ▇▇▇▇▇ Assets Adjustment Payment Not Subject to Minimum..............25