Indemnity Holdback Amount Sample Clauses

Indemnity Holdback Amount. The Initial Indemnity Holdback Amount is intended to be withheld by Buyer at Closing and retained to secure Seller’s indemnification obligations under Section 8.2. Subject to the provisions hereof, (i) on the first (1st) anniversary of the Closing Date (the “Initial Indemnity Holdback Release Date”), Buyer shall pay to Seller by wire transfer of immediate available funds to an account designated in writing by Seller no later than five (5) Business Days prior to the Initial Indemnity Holdback Release Date, an amount equal to the Initial Indemnity Holdback Amount minus the Reduced Indemnity Holdback Amount, minus any amount that is subject to a validly noticed claim by Buyer prior to the Initial Indemnity Holdback Release Date and in accordance with this Article 8. (ii) on the end date of [***] after the Closing Date (the “Indemnity Holdback Release Date”), Buyer shall pay to Seller by wire transfer of immediate available funds to an account designated in writing by Seller no later than five (5) Business Days prior to the Indemnity Holdback Release Date, an amount equal to the Reduced Indemnity Holdback Amount, less any amount that is subject to a validly noticed claim by Buyer prior to the Indemnity Holdback Release Date and in accordance with this Article 8.

Indemnity Holdback Amount. As security for any indemnification liability of the Seller pursuant to this Agreement, the Purchaser shall deliver the Indemnity Holdback Amount to the Escrow Agent on the Closing Date to be held by the Escrow Agent pursuant to the terms and conditions of an escrow agreement in a form to be mutually agreed upon by the Purchaser and the Seller prior to the Closing (the “Escrow Agreement”).

Indemnity Holdback Amount. A portion of the Stock Consideration with a combined Per Share Parent Price of $288,000 (the “Indemnity Holdback Amount”) shall be issued in the name of Seller but held back with Parent and not transferred upon Closing. The Indemnity Holdback Amount shall be held and disbursed pursuant to the terms and conditions of this Agreement (including Section 8.1(e)). Any Indemnity Holdback Shares held back shall not have dividend or voting rights, except for dividends that are paid while such shares are held back and only with respect to such shares that are later released to the Equityholders, as applicable.

Indemnity Holdback Amount. The Indemnity Holdback Amount, less any amounts that have been released to compensate any Buyer Indemnified Party for Damages as provided in this Section 8.1 or to compensate a Deficiency as provided in Section 2.3(b), will be released to Seller within ten (10) Business Days after the date that is 18 months after the Closing Date (the “Release Date”); provided, however, that any portion of the Indemnity Holdback Amount that is necessary to satisfy any pending claims for indemnification pursuant to this Section 8.1 specified in a written notice delivered to Seller prior to 11:59 p.m., Mountain Time, on the Release Date will not be payable to Seller hereunder until final resolution of all such claims, at which time the amount of the Indemnity Holdback Amount held back to satisfy such pending claims, to the extent not released to compensate any Buyer Indemnified Party for Damages as provided in this Section 8.1 will be released to Seller. Each Party will cooperate, and cause any Affiliate to cooperate, in timely making all filings, Tax Returns, reports, claims for refund and forms as may be required in connection with the foregoing to comply with all applicable Laws. Upon request, Buyer, Seller, and the Equityholders, as applicable, will provide each other with the information that either party reasonably requests in connection with its Tax reporting obligations under applicable Law. The release of any portion of the Indemnity Holdback Amount pursuant to this Section 8.1(e) will be in the form of Indemnity Holdback Shares in an amount, rounded down to the nearest whole share, equal to (y) the released portion of the Indemnity Holdback Amount divided by (z) the Per Parent Share Price. Any amounts that have been released to compensate any Buyer Indemnified Party for Damages as provided in this Section 8.1 or to compensate a Deficiency as provided in Section 2.3(b) may be cancelled by Parent.

Indemnity Holdback Amount. At Closing, Buyer will retain the Indemnity Holdback Amount, which will be used (i) other than in the case of fraud, willful breach or intentional misrepresentation by Seller, as the sole security for the satisfaction of indemnification obligations of the Seller under clause (i) of Section 8.3(a), or (ii) as partial security for the satisfaction of indemnification obligations of the Indemnifying Parties under the other clauses of Section 8.3(a).

Indemnity Holdback Amount. An amount (the “Indemnity Holdback Amount”) equal to $5,000,000, which amount shall be paid to the Escrow Agent, in escrow, pursuant to Section 3.7 of this Agreement; provided, that, at any time prior to or after the Closing, Seller may, at its option, provide a letter of credit to the Purchaser in lieu of all or any portion of the Indemnity Holdback Amount (the “Letter of Credit”). The Letter of Credit shall be in form and substance reasonably satisfactory to the Purchaser and shall contain the minimum requirements set forth on Exhibit 3.3(b). Upon the delivery of the Letter of Credit to the Purchaser, an amount of the Indemnity Holdback Amount that is equal to the face amount of the Letter of Credit shall be automatically released from escrow to the Seller. In the event that, due to a non-renewal of such Letter of Credit, or a failure by the Seller to renew such Letter of Credit at least thirty (30) days prior to its expiration, the Purchaser draws on the Letter of Credit, all drawn amounts paid to the Purchaser shall be deposited with the Escrow Agent, in escrow, as additional Escrow Funds.

Indemnity Holdback Amount. Any amounts owed by any Seller to a Purchaser Indemnified Party for Damages after the Closing Date shall be satisfied in the following manner: (a) first, as a set off against the Indemnity Holdback Amount and (b) second, to the extent such amounts exceed the then current balance of the Indemnity Holdback Amount, as a claim directly against such Seller.

Indemnity Holdback Amount. At Closing, Purchaser will withhold from the Purchase Price the Indemnity Holdback Amount (the aggregate amount of cash so held by Purchaser from time to time, the “Indemnity Holdback Fund”), which will be used [***].